Forever and For Always
by ShaD.23
Summary: General Tirek has come to take Equestria as his own. Twilight Sparkle and the others must now stand and face this new threat, but it looks like there's more to everything than what they initially believed. Might change rating. Read and Review, please. In memory of Tiffany "Kiki" Havivy.
1. The Final Will of King Sombra

_Once upon a time, there was a land of Crystal Ponies in the far north from Equestria. This Crystal Empire was ruled by a wicked unicorn king named Sombra, who enslaved the crystal ponies and turned the Crystal Empire into a parched wasteland. The two righteous sisters who ruled over Equestria challenged him and cast him into the shadows, but not before he cursed the Crystal Empire to fade from existence._

When the Crystal Empire returned, so did Sombra, and he set out to claim the kingdom once more. For a moment, it seemed Equestria would be challenged by a new, deadly force. Ultimately, Sombra was vanquished by the love and friendship the bearers of the Elements of Harmony and their friends and loved ones.

Even in death, however, Sombra's poisoning fear and hatred crept along the land. His revenge was not through yet.


	2. Arrival

Things in Equestria were not going well lately. There were numerous sightings of dragons as of late all across the land, each of them more hostile than usual. Their wings whip drastic whirlwinds through towns and dragons scuffling for land would fight with one another, setting fire to the fields. Something was very wrong in deed.

* * *

Princess Cadence watched Canterlot through the window of the tower she once had to herself long ago, her horn glistening as it poked through her vibrant purple and yellow mane, casting a powerful spell about the kingdom. Celestia and Luna, the two alicorn princesses who ruled over Equestria, had summoned her and her husband, the unicorn Shining Armor, back to Canterlot to protect it from the ferocious dragons. While she kept a shielding spell around the grand city, Shinning Armor scoured the land for information on the dragons raids. He had been gone for several days and she was quite worried.

Suddenly, a sharp knock at her door shook her from her thoughts. Hurrying to the door, she was certain Shining Armor had returned, but opening the door, she was greeted with another face. Twilight Sparkle, the newly appointed alicorn princess, smiled weakly at Cadence, her long raven-colored mane drifting in the breeze. Cadence smiled slightly and welcomed her silently in, the echoing of their clopping hooves the only sound. Normally, they would do their little dance they came up with when the alicorn was young and watched over Twilight when she was a tiny unicorn foal, but they were both clearly too worried to dance.

"I finally decided to come." Twilight said. "I figured you could use some company." Cadence only shook her head.

"I told you not to come, Twilight." she said, trotting to the window, a dragon flying by in the far distance. "Ponyville needs you, y'know?" Twilight only came up beside her and nuzzled her old friend. "I'm worried about him, too, Cadence... I am." Both of them sniffled and smiled. After a moment more of silence, Cadence beckoned Twilight to follow her out the door. It was a cool day in Canterlot. The Grand Galloping Gala was only in a few days. Everypony was working so hard to prepare for the festivities. Celestia considered canceling the Gala this year, but Luna insisted they still throw the party. It was he only thing the pony folk had to look forward to. Walking through the adorned halls, the two alicorns watched as the guards and maids rushed to and fro.

"Did any of your Ponyville friends come?" Cadence suddenly asked. Twilight nodded. "Rainbow Dash and Rarity both came. Everyone else said they'd hold down the fort at Ponyville." Nodding, Cadence and Twilight came to the grand hall where they found four ponies talking quietly. The unicorn Rarity, with her white coat and violet mane, chatted excited with the regal Princess Celestia about the upcoming Grand Galloping Gala, her shiny silver mane drifting slightly. Rainbow Dash, a blue pegasus with a rainbow colored mane, boasted about how she would defend Canterlot from any dragons, Princess Luna unimpressed by her ego, giving her sparkling blue mane a small whip. The four looked up just in time to see the two young princesses enter the grand hall.

"It's good to see you again, Princess Cadence." Rarity said quickly, giving a deep bow. "I was just tellin' the princesses how I was keepin' Twilight safe, Princess." Rainbow Dash said quickly, looking quite smug. Just as Twilight opened her mouth to respond, a twisting whip of fire appeared before Celestia, a small scroll appearing before her. Everyone narrowed their eyes. Spike, Twilight's baby dragon assistant, was clearly the one who had sent the message. She decided to leave him in Ponyville with Applejack, Pinkie Pie and Fluttershy so they could write for help if anything happened while they were away. Powering her horn, Twilight took the scroll and opened it, everyone waiting quietly as Twilight read the note in shock.

"What does it say, Twilight?" Celestia asked quietly, nopony blinking as they waited. As she finished the letter, Twilight began to shake.

"M-my brother came to Ponyville..." "Is Shining Armor alright, Twilight?" Cadence asked nervously. Twilight nodded. "The message said he got a little burned, but he's okay," she explained, Cadence's heart skipping a beat. "... and... and he found out why the dragons are all over Equestria." Rarity gasped as Rainbow Dash narrowed her eyes.

"What did he say, Twilight?" Celestia asked, narrowing her eyes as well. Gulping, Twilight levitated the scroll for Celestia and Luna to see, their eye growing wide.

"The Great Roost has sealed." Twilight said, everypony gasping. The Great Roost was a gargantuan volcano dragons flocked to all year round (especially during the great dragon migration).

"But... but we were just there, barely a few months ago!" Rainbow Dash shouted in disbelief. "It was completely active! How does a volcano that big just harden overnight!?"

"Something is not right." Celestia said sharply. "Something powerful must have caused it to seal." Luna only glowered to herself. Twilight could see she was thinking hard.

"Sister, should I go inspect the volcano?" Luna asked solemnly. Celestia looked pensive for a moment. Just as she opened her mouth to speak, however, there came a loud crash that shook the kingdom. Cadence instantly buckled to her knees as a gigantic red dragon began to trash against her barrier. Twilight knew it to be the dragon she and her Ponyville friends coaxed into leaving the peaks near their town.

"I know that dragon!" Rarity hollered, a look of terror on her face. "I thought dragons slept for 100 years!" Rainbow Dash spat, Cadence straining as the dragon continued to besiege the barrier surrounding the palace. Twilight instantly spread her lavender wings and soared through the window for the giant beast, everypony calling for her to come back. Leaving the safety of the barrier, Twilight looked into the dragon's eyes.

"Why are you attacking our kingdom!?" Twilight called, avoiding a burst of smoke from the dragon's mouth. "We thought you went to sleep for the next 100 years! How did you wake up!?" Twilight continued, zipping through the dragon's sweeping claws and wings. She had spent much time practicing flying since she returned to Ponyville. Suddenly, she noticed something odd. A faint blue glow shone in his eyes. Zooming for the dragon, avoiding his snapping jaws, Twilight clung to his head and cast a restorative spell on him (the same spell she used to restore her friends' memories when Discord attacked Ponyville nearly a year ago). Instantly, the dragon drifted through the air, shaking his giant head.

"What... what was I doing?" the dragon said aloud. Looking at Twilight, he came to perch outside of Canterlot. "You're that pony from before." he said. Twilight nodded. "What just happened?" "You were attacking Canterlot." she explained. "I think you were under some kind of control." The dragon only shook his head.

"I was awoken from my slumber," he explained "by other dragons. Everywhere I went to sleep, I would find other dragons fighting over land and treasure... then one day I felt so sleepy I just dropped into the middle of a field and fell asleep... the next thing I knew, I was here."

Twilight was perplexed. What magic was powerful enough to control a dragon? She bid him farewell, then flew back to the palace, Rainbow Dash cheering for her as she touched down into the hall. Rarity smiled and nodded to her friend, but the three princesses gave Twilight a stern look.

"The was very reckless, Twilight." Celestia began. "You should be more careful. That was a full grown dragon." Twilight bowed her head. She knew Celestia was right. She was being reckless. Thinking about it now, however, that really didn't seem like something she would do. Twilight had become more reckless and too more risks since her first quest to the Crystal Empire.

"That having been said," Luna announced "you saved Canterlot from destruction. We are very grateful to you, Twilight." Twilight beamed as Luna said this, Cadence giving a slight smile as well.

"It's getting late." Celestia said, turning to leave. "Shining Armor said he would be in Canterlot early tomorrow morning in his message. I need to write a request for him to bring the Elements of Harmony with him." she said, Twilight and her two friends turning to her as she said this. "If something... or somepony... is manipulating dragons to attack pony folk, I think we may need them."

* * *

"That dragon was under some kinda control?" "That's a scary thought." "Princess Celestia must have some good eyes if she was able to see that."

Twilight walked with Cadence, Rainbow Dash and Rarity through the halls, the princess insisting on showing them to their rooms.

"So, something's controlling the dragons?" Rainbow Dash asked. Twilight shook her head. "I think it was only him that was being controlled... but I'm worried. What could possibly control something like a dragon?" Trotting on, they were lead into a grand room filled with beautiful works of art.

"These are so amazing!" Rarity squealed, looking over all the pieces. Portraits, sculptures and so much more filled the room. Twilight didn't think she had ever been in this room.

"These are some of the finest treasures Canterlot has seen over the eons." Cadence explained. "That's Starswirl the Bearded's actual quill." she said as they passed a fragile looking display. "Over there is a sculpture of Zerus, Princess Luna's pupil who disappeared during the first siege on the Crystal Empire more than 1000 years ago." she went on as they passed a shining silver sculpture of a little unicorn colt. "That is a replica of the Harbinger's Blade, the sword Starswirl forged to fight the Alicorn Amulet." Rainbow Dash marveled at the display as they passed it. Just as Cadence came to a beautiful tapestry of Nightmare Moon's palace, Twilight got a nagging thought in her head.

"Where is the Alicorn Amulet, Cadence?" Twilight asked. Cadence didn't respond. Figuring it better not to ask, Twilight remained silent as Rarity and Rainbow Dash looked about the many relics. Finally, coming to the dormitories, Celestia's voice rang out loud over the castle,

"_Princess Cadence! Princess Twilight Sparkle! Come to the main hall immediately!"_

The two barely looked at each other before they took off running, Rainbow Dash and Rarity hurrying behind them. What did the princess need? Rushing up the steps, they came face to face with Celestia and Luna, both of whom looked most serious.

"The guards say someone has requested an audience with us immediately... he said he can fend off the dragons." Luna explained. Celestia silently strutted to the main gate and opened it to find a cloaked stranger waiting for them, Rainbow Dash and Rarity only just catching up to see. At first, Twilight thought the stranger was a minotaur, but she was wrong. He had the lower body of a stallion, but the upper portion looked like a muscular, red minotaur. He head a long mane of shaggy brown hair and long, twisting goat horns growing out from his head. His eyes shone bright golden and small fangs poked from out of his mouth.

"Greetings." he said politely, giving a deep bow to the princesses. "I am General Tirek. I have traveled a long distance and I believe I can save Equestria from the rampaging dragons."


	3. Insanity

Twilight knew already Tirek could not be trusted, walking through the grand palace. It was late, the moon shining and half crescent through the giant windows. Tirek requested lodging for the night and said he would speak with Celestia in the morning about the dragons. Twilight just couldn't sleep. There was likely only one other pony still awake at this time.

Knocking on the door to the main keep, Twilight watched as it opened slightly.

"You may enter, sister." Princess Luna said calmly. Confused, Twilight entered and saw something most unusual. A tiny alicorn filly with short, blue hair. One look at her crescent cutiemark and Twilight knew it was Luna.

"Princess Luna!?" she stammered, causing the tiny princess to jump. Turning, her eyes widened.

"Princess Twilight Sparkle? I thought you were Celestia." Luna said quickly as she grew back to her previous size. "That... that is my true form." she said nervously, blushing slightly. Twilight just blinked in bewilderment. "When I was brought back from the moon and purified by you and your friends, that was the form my body took, for some reason. I've been able to create a disguise for myself to hide my true form." "Why hide your true form?" "... because I feared nopony would take me seriously..."

Twilight had to stifle a laugh as Luna blushed once more.

"Why do you come, Princess Twilight?" Luna asked sharply. Twilight scuffled at the ground glumly.

"I know Tirek can't be trusted." she said. "A dragon under some kind of control attacks Canterlot then suddenly this General Tirek appears out of nowhere and says he can help us chase away the dragons? It just doesn't make sense." "Why sister and I agree, Princess Twilight." Luna said. "I would have wanted him to leave, but Celestia wishes to indulge him... she seems more desperate than I am." Turning back to the moon, Luna let out a low sigh. "You and her seem very similar... it is no wonder why she selected you as her disciple." Twilight felt her face redden. That was quite a compliment. Just then, she got a nagging thought in the back of her head.

"Princess, I have to ask you..." she said, wondering is she should really ask such a question. "What... what happened to Zerus?" Immediately, Twilight saw Luna's eye twitch. "I've... I've never read about him-" "He was just a little colt..." Luna said solemnly. "He was so eager to be my pupil... he followed my sister and I to the Crystal Kingdom to face Sombra... By the time we noticed he had trailed us," she explained, her voice quivering slightly. "... by the time we noticed he was with us, Sombra had cursed the Crystal Empire... he was trapped with them..." Twilight bowed her head. That was such a sad story. "The first Nightmare Night was... something of a memorial for him..." she finished, bowing her head, a tear dropping from her eye. "It's the first time I've spoken of him to anypony other than my sister."

Twilight looked away. "I'm sorry, princess-" "You should get some rest, Princess Twilight." Luna said suddenly. "Tomorrow will be a trying day... we both already know this." Twilight nodded and turned to leave. Just before she reached the door, however...

"Have you thought about the future, Twilight Sparkle?"

The young alicorn whirled around and looked into Luna's sharp eyes. Twilight knew exactly what she was talking about.

"I... I'm still undecided... I've known my friends for barely a year," she said, her eyes welling "and now I'm a princess... and I may have to leave them behind..." Luna nodded. "Indeed..." the elder princess began. "There is much more to the world than initially before, Princess Twilight Sparkle... and as a princess, perhaps you will have to move on..." she went on, putting her hoof on Twilight's shoulder. "But the decision is yours and yours alone."

Twilight sniffled and shook the tears from her eyes. Luna gave her one last nod as she left. There was a great big world for Twilight to discover now that she was a princess. She had been considering field training (as Cadence had underwent before her) now that it seemed she had perfected her study on friendship, the sole reason Celestia had Twilight come to Ponyville in the past. Despite her desire to learn more, Twilight knew she would miss her friends dearly. She felt trapped. Trapped and torn between her new status as alicorn princess and her friends from before. She wasn't certain what path she should choose.

* * *

Everypony rose early that morning. Celestia summoned the three other princesses to the throne room prior to their meeting with Tirek. Strangely, Shining Armor had not appeared as he said he would. Twilight, Cadence and Luna all stood tall and focused, Celestia looking quite grave. None of them dared speak.

The warm sun shone in through the windows, Canterlot completely silent outside. Word of Tirek's arrival spread like wildfire. The guards cautioned the residents to stay in doors, but they gathered in the town square, the guards standing watch. They couldn't possibly heard at the towsnponies away. As they stood waiting, the princesses heard commotion outside. Cheering, hollering, ranting. Most believed Tirek was their answer, but some (like the princesses) didn't trust him.

"Be ready for anything." Celestia said quietly. Twilight wishes Rainbow Dash and Rarity could be here with her, but Celestia wouldn't allow it, saying it was against royal protocol, thought Twilight had a nagging suspicion it was for their safety. Just then, the giant doors opened as a small squadron on guards lead Tirek into the throne room. He bowed on his front legs before the four as the guards stepped back from him, his black cloak pooling on the carpeted floor.

"Good day to you, General Tirek." Celestia said in her proper tone.

"Good day, fair princesses." he said, his voice quite oily. Twilight scowled. She didn't like him. "I trust you are all willing to listen to my proposal, princesses?" he went on. With that, Cadence stepped forward.

"What do you mean by 'proposal', General?" she said sharply, Tirek slowly lifting his gaze to hers.

"I say this because you have something I will need in order to fend off the beasts." Tirek said calmly. "Please, I kindly ask you hear my plea." Nopony answered. "I implore you, great Princess Celestia... may I have the Alicorn Amulet?" At this, Celestia's eyes narrowed.

"Why would such an instrument of pure, raw power be of use to use in this dire situation, might I ask you?" she said calmly. "I would wager it would create more problems than it could possibly resolve." Twilight could feel a flame growing in her heart. "Please, good general, how did you come to hear of the artifact, if I may ask?"

"My princess," responded Tirek in a sly tone "I heard a young unicorn donned it recently, gifting her with immense capabilities." Twilight fought to keep her face from glaring. He clearly spoke of Twilight's magic duel with Trixie, barely a few weeks prior. "Please, with my tempered magic, I'm certain I could wield the mighty amulet and not succumb to it's wickedness."

Celestia looked Tirek over. Twilight would have given her wings to know what she was thinking.

"I am sorry... but I must decline." Celestia announced, Tirek's face showing no emotion. "The amulet is far too dangerous for anypony to wear. I hope you understand, good general." Tirek bowed silently as she said this.

"Indeed, I understand, fair princess." she said. "If I may, I will still do my best to rid Equestria of its dragon infestation-" "Hold it!"

Twilight stepped forward, glowering at Tirek. The other three jerked their heads to look at her.

"Something doesn't smell right!" she spat. "Twilight!" "That's enough!" "You come here as soon as I fend off a dragon under mind warp, my brother doesn't show up when he wrote us he would, and now you ask for the Alicorn Amulet? Who sent you?"

Tirek looks taken aback. Twilight scowled and slowly stomped closer.

"Just who are you?" "ENOUGH TWILIGHT!"

Celestia stomped before her, a look of anger on her face.

"Please, accept my apology, General Tirek." she said, giving a bow to him. Tirek nodded.

"I am sorry, Princess Twilight Sparkle." he said. "If I made you uncomfortable, it was not my intention." he added with a deep bow. "Please, if you would excuse me." Tirek said quietly, turning to leave, the guards escorting him out. As soon as the doors closed, the other three princesses turned to Twilight.

"What were you thinking, Twilight?" Celestia said sharply. "You may have insulted him." Luna added. Twilight, however, glared at the ground.

"We were all thinking the same thing! We all know he knows something! We-" "That's not the point, Twilight."

The three turned to Cadence, a look of contempt on her face.

"True, Tirek is obviously not at all what he seems, but we cannot let him know we are aware of this." she said, stepping to the windows. "Tirek now knows at least one of us is on to him. He will undoubtedly be on the move..." Spying Twilight out of the corner of her eyes, she dropped her tone. "That wasn't like you, though, Twilight." No sooner did Cadence say this did Twilight realize she was right. That _wasn't_ like Twilight. "You haven't seemed yourself lately... are you sure you are well, Twilight?"

Twilight wasn't sure how to answer. She wasn't sure she was well at all.

"Maybe I need to go home and get my mind off things..." she said, her eyes welling slightly. "It's probably everything I've been thinking of..." Celestia frowned slightly as Luna and Cadence nodded. They all knew well that Twilight was turning over her thoughts for her future in her mind. "Please, excuse me, everypony." she said, turning to leave, her navy tail swishing. Thinking about it more, though, she wonder just why hadn't Shining armor come?

* * *

Twilight strolled silently to the train station as Rarity and Rainbow Dash chatted amongst themselves, about both the dragon attack and Tirek's audience with the princesses. Rarity and Rainbow Dash both were polarized over Tirek, Rarity considering his proposal while Rainbow Dash refused to believe he was really there to help.

"How does somepony just waltz up outta nowhere and say they can fight off dragons?" "Well, obviously he wants to help-" "What a laugh. I bet he knows something. He probably just wants to get rich or something!" "That's hardly likely! Not everypony is out for glitz, you know?" "Like you?" "I beg your pardon!?"

They both continued on like this back and forth down the platform, Twilight not paying them any mind. She was still stuck on how impulsive she had been as of late. It was beginning to scare her. Just then, as they came to the ticket booth, they saw that it was closed.

"Hey, what's going on here?" Twilight asked, Rainbow Dash looking around. "Why's the station down?"

"Sorry, princess." a conductor said as he rounded the booth. "The dragon that attacked yesterday torn up the tracks pretty bad. We'll be lucky if we get it fixed up in the week." "What?" "No wonder Shining Armor couldn't make it!" "But we have to get back to Ponyville!" "I'm sorry, princess, but there's no way, no how." "That's dumb!" Rainbow Dash sneered. "We'll just fly!" "What!?" "Rainbow, stop-" was all Twilight said before Rainbow Dash shot off, her rainbow mane leaving a multicolored streak in her wake. Twilight pawed the ground anxiously.

"Rarity, I gotta go with her!" Twilight said, Rarity uttering in shock, her eyes wide. "I'm really sorry!" With that, Twilight shot off as fast as she could, trying to keep up with the blue pegasus, Rarity and the conductor calling for them both as they shrunk in the distance.

* * *

It was a long trip, Twilight barely managing to keep up with her friend. Every time she called for Rainbow Dash, she couldn't even hear her own voice. Zooming through the countryside, they finally came to the familiar ridges and hills just outside of Ponyville. Flapping her wings as best as she could, Twilight zoomed closer and closer to Rainbow Dash, both of their wings aching from flying so far. Rainbow Dash came to a panting halt just outside of the train station as Twilight kept flying, zigzagging through the town and its bewildered ponies weakly as she came crashing down in front of the old Ponyville library she called home. Straining, she just managed to open her door, collapsing in front of a worried looking Spike and Shining Armor...

* * *

"Twili! Twili!" "Please, Twilight, be alright!"

Twilight shook awake slowly, resting on her comfortable bed, Spike and Shining Armor both gathered around her.

"You're okay!" "Twili!"

Shaking her head, Twilight looked at the two. Shining Armor was bandaged and bruised, but he looked happy. Spike, however, looked sickly, as if he hadn't slept a wink since Twilight left.

"How is Ponyville?" Twilight managed to wheeze. Both of them bowed.

"Not so good, Twili." "Dragons have been nearby. Everypony's scared an' then-" "Send a message to the princess, Spike." Twilight said suddenly. "That if this General Tirek is so keen on stopping the dragons, send him out her-" "You know about Tirek!?" they both said in union, Twilight turning for them.

"Tirek has been making threats against Ponyville, sis." Shining Armor explained. "He's been looking for Spike, even though we've told him he's just a baby dragon." "Yeah, an' he said..." Spike's voice trailed off, shaky and afraid. "H-he said if I sent another message he'd know... an' he'd come for me." Twilight narrowed her eyes. She knew Tirek was up to something. But what?

"You weren't supposed to come back until I reduced Ponyville to a smoldering heap, good princess."

All three of them knew that voice. Rushing for the door (Twilight climbing from her bed), the three saw Tirek glowering up at them from the foot of the steps, a menacing look on his face, his pointed fangs bared.

"What is it you want, Tirek? Answer me!" Twilight demanded, her horn pulsing. Tirek only tutted with a smirk.

"Dear princess, you should already know." he sneered. With that, he rushed back into the library, Shining Armor shooting down the steps for him. There was loud scuffling as Twilight clambered down the steps, Spike hiding behind her flank. They saw Shining Armor firing his horn for Tirek, only for him to dodge the blasts slyly, cackling as he did.

"Good captain, I'd caution you to know when you are out of your league." Tirek said as he reached into his flapping cloak. Instantly, he pulled a strange, red pointed object from inside, laughing darkly. Twilight's eyes widened as she realized almost immediately what it was.

"That's Sombra's horn!" she screeched, Shining Armor glaring as the horn turned into a broad, curved red sword.

"Step down Shining Armor!" Tirek hissed "This isn't worth your life, now is it?" Lunging, Shining Armor rushed to tackle Tirek, only for a powerful blast from Twilight's horn to send Tirek flying through the window, the ponyfolk rushing away in terror as they saw him.

"Insolent child. You dare-" "Am Ah gonna hafta chase you off again, ya brute?"

Tirek turned to see Applejack striding toward him, a look of determination on her face.

"Ah got ridda ya once b'fore, Ah can do it again, Tirek!" she growled. Tirek snarled at her.

"I made the mistake of allowing you to win, last time, Applejack. You will die this time." he said, brandishing his blade. Just then, Twilight and Shining Armor rushed for Applejack, Spike riding on Twilight's back.

"This ends now, Tirek!" "You leave Ponyville, now!" "Listen to mah friends!"

Tirek glared maliciously at the three ponies. Snorting, he sheathed the giant blade within his cloak.

"What I came for is in my grasp." he said. "I leave after I have the dragon!" he sneered, stretching his clawed hand forth. Spike, filled with terror, hopped off Twilight's back and rushed into the town, Twilight calling for him. "You are mine!" Tirek called, casting a spell for Spike. Just as it looked as though the twisting mist was about to hit Spike, Applejack rushed into the spell, screaming loudly as she began to glow.

"Drat! No matter!" Tirek said, spreading large bat-like wings and flying off. "Stew in your own muck, Twilight Sparkle!" he called, Twilight, Shining Armor and Spike staring as Applejack began to twist and scream louder.

"Applejack!" Rainbow Dash called, flying to see what the commotion was. Pinkie and Fluttershy both came out of hiding as well, just in time to see Applejack become engulfed in a blinding flash of light. Closing their eyes tightly, feeling a great rush of wind, they ponies and dragon opened their eyes and gasped in shock as Applejack was turned into a gigantic, monstrous dragon.


	4. Shiftings

The giant dragon Applejack stomped about, her sharp, orange scales gleaming in the setting sun, her glassy green eyes shining bright. Twilight dove away as Applejack thrashed about, a small burst of fire shooting from her mouth, Spike tumbling away off her back. Fluttershy cried in shock, barely ducking under a sweep of the dragon's spiked tail, Pinkie Pie jumping into a bail of hay. Rainbow Dash spread her wings and shot up Applejack's long neck.

"Applejack! Calm down, please!" she called desperately. She clung to Applejack's face, her eyes shut tight. "Please! STOP!" she cried, Applejack flinging her scaly head, Rainbow Dash flying off, barely catching herself in midair. "Twilight..." she said, her voice quivering. "I don't think she can hear me."

"You mean... she's not even in there anymore?" Twilight said, her heart pounding as Applejack roared loudly, causing everypony to clasp their hooves around their ears.

"Twilight!" called Spike over the the cries of the townsponies and the roar of the dragon, jumping up and down from afar, waving his arms. "Use your memory spell! Hurry!" Twilight nodded. Narrowing her eyes, she knew she had to be quick if she were going to get close enough to Applejack to preform her memory spell. Just then, a lasso slung around the dragon's neck. Turning, Twilight saw Shining Armor clinging to a long rope, trying to hold Applejack back.

"Everypony, help hold her down for Twilight!" he called, magically pulling five more ropes from his rucksack and sending it for the other ponies. Catching them, Rainbow Dash quickly slung the other lassos around Applejack and quickly passed them to everypony. Their teeth clenched tight on the ropes, they were all putting up a great struggle to hold her down, Twilight unsure of how long they'd be able to keep her tied up. She quickly flew for Applejack's giant, frilled head and placed her glowing horn between the dragon's. Fighting as hard as she could, Twilight could barely see Applejack's memories flowing through her mind, but she could grasp them like before. She was unable to make Applejack remember who she even was!

"It's not working!" Twilight called, her eyes welling with tears. Just as Rainbow Dash was about tell her to try again, Applejack broke free of the ropes, roaring and storming off out of Ponyville and straight into the Everfree Forest. Everypony stared in disbelief. Applejack was nowhere to be seen.

* * *

Twilight looked around Ponyville. It looked ragged and there were very few ponies left around town. According to the Mayor, it was vacated when Tirek began to attack, just after Shining Armor came to Ponyville. Sweet Apple Acres had been vacated, also, when a dragon attacked it, much to Twilight's relief, although she was unsure if they could find or even restore Applejack before Granny Smith and the others returned. She felt horrid. Applejack was gone and Twilight was powerless to restore her to normal. What could they possibly do?

"We've sent a letter to the princess, sis."

Turning, Twilight saw Shining Armor, dressed in a light cloak with his rucksack repacked and slung over his back. Twilight only hung her head. She wasn't sure she could even speak. Casting a spell, Shining Armor lay a blanket over his younger sister. He couldn't think of anything to say to comfort her. They just sat there, watching the sun set. Just then, they saw Rainbow Dash flying for them, a scowl on her face.

"Shining Armor!" she said sharply. "Where are the Elements of Harmony?" Both Twilight and Shining Armor looked at each other. Why would she want the Elements of Harmony? "If we can get Applejack to wear her Element, maybe we can do something about her memory." Twilight's heart leaped at this. Standing up quickly, Twilight nodded.

"The Elements are a part of who we are." Twilight said. "They're a bond we all share." Rainbow dash said with a small smile, her eyes welling. Shining Armor stood up as well and turned to the Everfree Forest.

"I gave them to Zecora when Tirek attacked." he explained. "I needed to make sure they would be safe." Smiling, Twilight started off with Shining Armor and Rainbow Dash for the Everfree Forest. Coming to the edge of Ponyville, however, Fluttershy zoomed in front of them, panting heavily.

"Guys -huff- where -huff- are you -huff- going?" she breathed, sinking to her knees.

"We're going to the Everfree Forest." Rainbow Dash explained. "We're going to get the Elements of Harmony from Zecora." Fluttershy shuddered the moment Rainbow Dash said 'Everfree'.

"You... you shouldn't go unprepared." Fluttershy said nervously. "The critters have told me things aren't the same... a lot of animals are beginning to behave hostilely, some of them even disappearing..." Shining Armor turned back to town, his mane whipping slightly as he did.

"No," he began "we're fine. Thank you Flutter-" "Please! Don't go!" Fluttershy breathed. "They seemed really scared when they talked to me." Her eyes welled with tears as she went on. "I don't want you to be put in danger... not after what happened to Applejack."

Twilight walked over and nuzzled Fluttershy. "I know you're worried, Fluttershy. We'll be fine, I promise-" "What happened while I was gone!?"

Turning, everypony saw that Rarity had arrived, rushing down the path leading out of Ponyville.

"Rarity?" "When did you get here?" "Are you going with them?" breathed Fluttershy. Rarity came to a trot up beside them, looking over the sacked town.

"Princess Celestia restored the train tracks when she got Spike's message." she explained. "Tirek attacked you... and... and... did he really..." was all she managed to say. She could by the looks on all their faces. "What are we going to do about Applejack?" she asked weakly. Twilight wrapped a wing around Rarity. "We're going to get the Elements from Zecora so we can try to turn her back." Twilight explained. "If there's one thing that can snap her out of it, it's her own Element." Rarity smiled at this. "Fluttershy," Twilight said suddenly "please, keep Spike safe while we're gone." "No!"

Everypony turned to look at Shining Armor.

"I'm captain of the royal guards. I'll protect Spike-" "But the Everfree-" "They'll be safe if they stick together, Fluttershy." he said with some slight force, turning back to Ponyville. "We know Tirek wants Spike... and I'm not about to let him take another friend away from us." Trotting off, he gave his rucksack to Rarity. "Please, be safe everypony." Twilight and the others watched as he strolled back to town. Fluttershy nodded to them silently and flew back to Ponyville with Shining Armor, Twilight spying a scant few tears dropping from her face as she flew off.

* * *

The Everfree Forest was unnervingly silent. They trio hadn't seen a single movement in the darkness. They didn't even hear any birds. THIS was the Everfree Forest the townsponies always heard about in their stories.

"So Twilight..." Rainbow Dash said, breaking the silence. "Why did you pick me and Rarity to come with you to Canterlot?" "That's what I'd like to know." Rarity added.

"Well,"" Twilight began "you two are good friends to have around in a pinch." The two looked bewildered at this. "You two really helped me out in the past... Rarity, you're very perceptive and supportive, and Rainbow Dash, you're so strong and protective... an' your just good friends." Walking on, they walked through a large clearing that Applejack clearly tore when she rampaged into the forest, the trees freshly uprooted and the ground scorched and burned.

"Plus, I chose to have Applejack, Fluttershy and Pinkie stay behind and take care of Ponyville." Twilight went on. "Pinkie, so she could keep everyone's spirits up, Fluttershy because of how kind and caring she is and Applejack because of how strong she is... they really kept everypony going while we were gone." Both Rarity and Rainbow Dash smiled. Twilight knew her friends well. No wonder Celestia had chosen her to become a princess. "I just want us to be together... like before." Twilight said quietly. "My time in Ponyville has been the happiest of my life... I don't want to leave yet."

Neither of the two ponies knew what to say, Rarity lighting her horn to show the way as the sun went down, both of them frowning as Twilight lead the way. They didn't want Twilight to leave them either, but as she was now a princess, they knew there was a much bigger world for her now.

After some more walking, they finally found the zebra mystic's hut, although there was no light coming from it. Entering, they saw it was empty except for a note on a crumpled piece of paper lying on the stump table in the middle of the hut. Twilight walked toward it, looking it over.

"Twilight?" "What's it say?"

Twilight closed her eyes. "Zecora fled the Everfree Forest." Neither of her friends said a word. "She said it was far too dangerous with how all the animals had turned hostile." Turning the note over, Twilight saw strange runes on the back of the paper. "She told me only I could have the Elements if I came looking for them." Casting her magic, on the runes, the paper tore to pieces, each rune engraving itself into the table in perfect synchronization, the stump coming apart and revealing the Elements of Harmony, completely safe in their case Celestia delivered them to Ponyville in.

"Excellent work, Twilight Sparkle!" the trio heard, turning to see Tirek swoop down through the forest canopy and grin at them, his eyes and teeth glowing in the pitch black night. "I knew you'd come searching for the Elements of Harmony." he went on, drawing his blade. "It's time I destroy them!" he roared, holding his blade for the hut. Before anypony could speak, he quickly fired a blast of dark power for the hut, Twilight barely dodging it as it shot straight for the Elements. Eyes widening, they were engulfed in a bright glow that grew larger and larger until it shone around Rarity and Rainbow Dash as well, both of them thrashing silently as the light grew around them.

"Accursed... it would seem I'm still not powerful enough to destroy them..." Tirek growled. "Just who are you, you coward!?" Twilight roared. "What do you want!?" Tirek only licked his chops as he spread his wings and flew off into the night sky. Twilight would have followed him, but she quickly turned her attention back to her two friends as they were engulfed entirely in the blinding light that shone from the Elements of Harmony. Fearing the worst, Twilight cast a spell for them, trying to see if she could quell whatever spell Tirek shot for them. Just as her spell touched the Elements, the light faded, Rainbow Dash and Rarity collapsing to the ground.

"Are you two okay!? Please, talk to me! What hap-" was all she managed to get out before she let out a loud gasp, jumping back, her eyes wide as saucers.

"Nng... I'm okay... I think..." "I'm also well, Twilight..."

Twilight didn't blink. What happened was entirely unexpected.

"It would seem the Elements are also still intact." "Good. That jerk should know better than to mess with... Twilight, what's up?"

Twilight couldn't even respond. Both Rarity and Rainbow Dash were beginning to grow unnerved by the look on her face. Turning to look at each other, they saw exactly why, both of them jumping back and giving a small shriek. Rarity's horn was gone, replaced by a pair of large, white wide-spread wings while Rainbow Dash had no wings, a shiny blue horn on her forehead instead.

"This doesn't feel right!" Rainbow Dash huffed, a small burst of light dancing from her newly acquired horn. "I'm not a frufruy unicorn!" "Well pardon me!" Rarity growled, trying to fold her wings back. "I m not an uncouth pegasi like yourself!" "Girls, please!" Twilight called. "This isn't the time for arguing! We have to get these back to Ponyville before Tirek tries to do something again! C'mon!"

Huffing, Rarity tried to levitate the case with them, only for Rainbow Dash to snicker at her. Scowling, Rarity batted her eyes for Rainbow Dash, clearly goading her to use her horn. Turning slightly red in the face, Rainbow Dash tried to cast a levitation spell on the case only for it rise a foot off the table on crash right into Rainbow Dash's face. Twilight turned to see Rarity chortle as Rainbow Dash moved from under the case, swaying slightly. Rolling her eyes, Twilight levitated the case with her, leading the two swapped ponies back to town, both of them shooting glares at the other.

* * *

It was near midnight when the trio returned to Ponyville. Mercifully, Tirek had not returned while they were away.

"Twilight! Rarity! Rainbow Dash!"

The three turned to see Pinkie (her mane and tail straight as could be) rushing for them, throwing her hooves around them and hugging them close.

"You're all safe!" she said, smiling weakly. The three could see in the moonlight that her eyes were red and puffy. She must have been crying her eyes out while they were gone. "Fluttershy was so worried that you were going to get into trouble in the Everfree Forest." sniffling, she began to lead the way back to Ponyville. "S-so it looks like Zecora gave you the Elements alright." Pinkie said cheerfully, Twilight bowing her head slightly.

"Zecora fled the forest... we don't know where she went." Pinkie didn't say a word. "I think she's okay... Zecora is really smart." Still no response. "She left a spell for only me to crack... it was kinda fun." Not a word.

Nopony said anything as they continued on. Arriving at the old library, Twilight saw Fluttershy, Spike and Shining Armor talking quietly, the tree illuminated by candle light.

"Twili! You're okay." Shining Armor threw his hooves around Twilight and hugged her close, not at all unlike Pinkie did just a few moments ago. "And you have the Elements! Great!" Shining Armor said, looking over the case.

"Oh my! What happened to You two!?" Fluttershy breathed, spotting Rainbow Dash's horn and Rarity's wings. "Oh! Looky!" piped Pinkie. "Dashie's a unicorn an' Rarity's a pegasus!" "Pinkie-" "You're a real headliner, Dashie. A headmaster! A-" "Shaddup." the blue unicorn said, scowling. Giggling, Pinkie began looking over Rarity's wings while both she and Rainbow dash rolled their eyes.

"Tirek tried to destroy the Elements but it didn't work." Twilight explained. "It didn't work but it somehow cased them to swap their horn and wings." Spike looked dreamily over Rarity's neatly folded wings as Rainbow Dash scowled.

"Maybe we can see if the princess knows anything about turning-" was all Shining Armor said before Spike received another letter with a royal seal, belching it up as the ponies looked to see it. Looking at it, however, Twilight noticed the seal on it was different. It was a crescent moon. Luna must have sent them a message instead of Celestia, Twilight thought. Immediately, Shining Armor opened it and read the message.

"It's from Princess Luna." he said, confirming his sister's suspicions. "She says she wants us to go meet with..." was all he said, his voice trailing off.

"What is it?" Rainbow Dash asked. "Who are we supposed to meet?" Pinkie added.

"... she wants us to meet with Discord, all the way in Manehatten."


	5. Questions

"_Do you accept this gift I am about bestow upon you, Twilight Sparkle?_

"_... I do, Princess Celestia... I accept your gift."_

"Twilight, wake up!"

Twilight shook awake in her bed, Rainbow Dash standing beside her. She was having that dream again. Shaking her head, she looked out the window of their hotel room they rented while they were in Manehatten. The sun was beginning to sink beneath the highrises. An EL train thundered close by.

"Princess Luna said she wanted to meet with us after sunset, right? In her note?" Twilight nodded. She gave her head one last shake before leaving with Rainbow Dash.

* * *

The two mares walked down the streets of the big city, the sun still setting in the distance. Twilight insisted on going alone, but Rainbow Dash, insisting it was so she could ask Discord to turn her and Rarity back to normal, managed to convince Twilight to allow her to come along. Looking around the mammoth city, they could see it was quite vacant as well, just like Ponyville. Numerous royal guards were stationed and walking up and down the streets in patrol, stopping for the alicorn as she passed by. It made Twilight feel uneasy sometimes, now that everypony gave her a salute or a bow every time she crossed their path. Maybe it was just something she needed to get used to.

"It's been years since I've been to Manehatten, Twilight. It hasn't changed a bit." Rainbow Dash looked around the city excitedly. "We should totally come here sometime... y'know, all six of us, after all this is over?" Twilight said nothing. She knew Rainbow Dash was doing her best to keep a straight face on things, like Pinkie was back home in Ponyville. She knew Rainbow Dash feared for the missing Applejack.

"I've been waiting, Princess Twilight Sparkle."

Twilight and Rainbow Dash both turned and saw Princess Luna, flanked by two guards, walking down the street for them.

"It's time for us to meet with whom we came here for." she said in her dignified voice, turning for them to follow her.

"How long have you been here, Princess?" Twilight asked, coming up beside the larger alicorn. "Why do we need to meet with Discord?" "Duh!" Rainbow Dash called. "I have a horn when I SHOULD have wings!" huffing, the blue pony trotted up beside them. "That punk should be able to turn me back, right, Princess?" Luna said nothing. They walked silently through the streets, more and more ponies bowing to the trio, Twilight doing her best to ignore this.

Finally, as the stars had only just started to appear, Luna spread her wing to stop them. Motioning across the street, they saw a droll looking pub with a handful of ponies coming in and out, a large, chipping wooden sign reading 'The Green Dragon'.

"That's where he is." Luna said. "He goes there most every night." Stepping closer, the trio could see it have a number of other ponies (and other creatures) inside. Looking around inside, they saw it was much larger than they initially thought. The crowd was giant. A griffon and minotaur were shooting the breeze at the bar while a rugged looking stallion that Twilight recognized was once a sergeant at Canterlot when Shining Armor joined the academy when they were young.

"I figured Discord would stick out like a sore wing." Rainbow Dash huffed. Just as they started up the steps to the second floor of the pub, Twilight heard it;

"_You can drink your fancy ales_

_You can drink them by the flagon."_

Twilight narrowed her eyes and made he way to the top of the stairs, Luna and Rainbow Dash rushing behind her.

"_But the only brew for the brave and true comes from the Green Dragon."_

The three saw Discord sipping a tall glass of ale, watching a couple ponies and a diamond dog play a game of pool, each giving the other sharp glances with each crack of the stick. Discord turned slowly to them, a smug grin on his face.

"I was wondering how long you were going to take to come see me, Twilight Sparkle." he sneered, taking a deep gulp from his flagon. Rainbow Dash huffed at the draconequus' antics.

"Why am I not surprised to find you here getting lit?" she growled. Discord on waved her off as he finished his ale.

"Oh please, Rainbow Dash," he said, giving a small belch. "I'm the embodiment of chaos and disharmony... it'll take more thank a few ales to get me drunk."

Twilight rolled her eyes as Luna stepped forward. "I'm sure I don't need to tell you why I'm here, Discord." she said in her proper tone, Discord yawning at her. "Equestria is in peril... chaos is running rampant... we need you."

"Really... or do you just want me to save Equestria so you and Celestia can go about your business with the Grand Galloping Gala?" he sneered, the alicorn unfazed by his remarks. Seeing he hadn't made her budge, Discord gave Luna a nasty grin. "By the way, princess," he went on in his oily tone "I don't like you like this... maybe show everypony what you really look like, I think they'd get a kick out of how cute you really look." Luna narrowed her eyes at this just as Rainbow Dash gave an angry huff, stomping forward.

"Listen!" she spat. "Equestria is falling apart! I've been turned into a unicorn! Applejack is a dragon!" Rainbow Dash frowned at this. Discord ordered another ale as she frowned.

"That horn looks good on you, Rainbow." he smirked. "I think you should keep it." Glaring, Rainbow Dash made a leap for the draconequus, only form him to disappear, the blue unicorn crashing into the table, Discord's ale splashing all over her.

"Oh come now, Rainbow Dash, don't be so up tight-" "Discord, stop!"

Most everypony turned to see Twilight step forward, a scowl on her face.

"Tirek is threatening Equestria and Applejack has been transformed into a dragon and is missing." Twilight stepped closer, glowering at Discord. "We want you to help us, Discord, but I won't stand for you taunting us." Discord only folded his clawed arms.

"Or what, 'your majesty'? You'll thrash me?" Leaning forward, his eyes barely inches from hers. "Shall we settle this hoof to hoof?" giving his eagle claw a snap.

Twilight stood in the center of a boxing ring, everypony and creature in the pup shouting and gambling. Even Rainbow Dash watched in amusement. Darting around her was Discord, throwing mock jabs at her.

"Discord, what is going on?" she groaned in unamusement.

"Oh come now, Twilight!" Discord called, hopping about. "Think about it! The daring duel between the fearsome Discord, spirit of chaos and disharmony, and the newly anointed Princess Twilight Sparkle!" Discord taunted, giving Twilight's wings a slight whip with his tail. "The masses will speak of our battle for eons to come!" Tossing a few more jabs, the pub growing louder and louder with cheers, Twilight only rolled her eyes. "C'mon and take a buck at me, Twilight. We both know you want to!" Twilight closed her eyes lazily and released a deep breath as Discord went on. "FIGHT BACK! This is supposed to be brutal!" Opening her eyes, Twilight fired a small burst of magic into Discord's belly, causing him to double over. In a flash, Twilight spun around and gave a swift kick to Discord's face, knocking him out of the ring and into a table where a few diamond dogs were playing cards, splashing the lot of them with beer as their chips flew about the room. Everypony else cheered, Rainbow Dash smugly collecting a hefty sum of bits from a rather sour looking griffon.

"Ugh... you kicked me... you actually kicked me." Discord massaged his chin in disbelief as he climbed back to his feet. "Celestia never kicked me-" "I'm not Princess Celestia." Twilight announced proudly, unable to hid the triumphant look on her face. "Indeed not." said Discord, giving the young alicorn princess a mischievous smirk. "You're much easier to provoke... how fortunate for me."

* * *

Luna paced outside the pub, knowing Discord was up to some kind of magic. He teleported her outside after Twilight began to speak to him, but she was certain Twilight could handle herself. The cheering inside must have meant Discord must have really cooked up some crazy setting upstairs. Just then, a loud crash followed by even louder cheering came from the building. Flapping her wings briskly, Luna peered through the window to see Twilight ie center of a boxing arena, smirking down at the collapsed Discord, the princess unable to suppress a grin herself.

Gliding back down to the street, Luna reentered the bar and strolled calmly to the top floor where Discord had restored the arena to a simple dining area, everypony having returned to their drinks.

"So Discord, have you a little more humility?" Luna taunted, Discord rolling his eyes as he ordered another ale.

"Very well... I will tell you what I know-" "And get this thing off my head!" Rainbow Dash called, pointing her hoof to her forehead. "I cannot." Discord said, Rainbow Dash staring in disbelief. "You and Rarity both were altered by a magic far different than mine. It would be so difficult and time consuming to restore you both, I would lose interest less than half way through." Rainbow Dash glared at him as he sipped his ale. "However, I'm sure if you use your Elements, you can find an easily way to turn yourselves back to normal. They were what made you both like this after all, are they not?" Rainbow Dash opened her mouth to speak, but Twilight stepped forward.

"How did you know they were changed by the Elements of Harmony, Discord?" she said suspiciously, Discord giving his eyes another roll as he turned back to his drink.

"Twilight Sparkle, you forget, I'm the embodiment of chaos and disharmony." he took another sip. "I can do all kinds of neat tricks nopony else can." Smirking, he turned his head all the way around, which made Twilight and Rainbow Dash jump and Luna narrowed her eyes. "I can hear the Elements right now... you left yours back at your hotel room, Twilight... in a suitcase... and dear Rainbow Dash, you didn't even bring your Element with you from Ponyville... It's still with all the other five." Rainbow Dash only turned her back to him, putting her nose in the air.

"So what? It's not like I need it right now-" "You most certainly do need it, Rainbow." Discord cut in. "Even by themselves, the Elements are powerful objects. They can be used as weapons or they can be used to save and soothe those around them." Rainbow Dash turned suspiciously toward the draconequus.

"How do you know all this?" she asked, Discord tutting at her.

"Why not tell them both, beloved Princess Luna?" Discord said slyly. Twilight and Rainbow Dash both turned to her, Luna looking to the floor. The look on her face said it all.

"Long ago," Luna began "the Elements of Harmony were not relics... but actual beings... Discord was once the Element of Laughter." Twilight and Rainbow Dash both gasped as Discord took a deep gulp from his glass. "Even I... I was the Element of Kindness... we all defended Equestria and all other lands from so many evils with little effort... then there came one we all had to stand together to face..." "Sombra." Twilight said, Luna nodding.

"It was at the Crystal Empire, a kingdom we knew very little of... Ruled by the crystal king and queen, they were very secretive and interacted with little of Equestria. Nevertheless, we all knew a kinship with the Crystal Empire, there was no strife between our kingdoms and factions... but then he came..." Luna growled quietly as she thought of the evil usurper unicorn king. "King Sombra slayed the king and queen and decimated the entire crystal army... it was a day we all remembered and did our best to hide from the history of Canterlot... much to the everlasting shame of Master Starswirl-" "Starswirl was an Element of Harmony?" Twilight blurted suddenly. Luna nodded.

"He was the Element of Honesty... which is why it killed him to cover up what happened-" "Please continue with the story, Princess." Discord said sharply. "It's getting to the good part." he said with a nasty grin. Luna closed her eyes tightly.

"We all, the six Elements of Harmony, gathered and fought through Sombra's massive army of soulless golems he created from the crystals of the empire. His powers were growing more and more by the minute. We weren't certain of what he was building his power for, but we could not let him achieve is goal." Discord took another gulp. "Mustering all our power, we were not able to kill Sombra but we were able to cast him into endless shadows... but with his final breath, he cursed the Crystal Empire to share the same fate..." "And the boy..." Discord said as he finished his ale, Luna looking away toward the moon. Sure enough, Twilight knew they both spoke of Zerus, Luna's lost pupil.

"After that, we went our separate ways, except for my sister and myself... and Equestria has carried on for 1000 years." Discord stretched, his arm popping off and scratching his back.

"So, you need me to help you, then?" Discord groaned, giving a stretch as his arm joined to his side once more. "I'll say this, you will need the Harbinger Blade if you want a chance at fending off Tirek." "The what?" Rainbow Dash pondered.

"The Harbinger Blade? But why?" asked Luna, a look of pure confusion on her face.

"Because, Twilight and I believe the same thing." Discord said as the four began to make their way down the stairs. "We both believe the good general Tirek is not acting alone." Both Rainbow Dash and Luna looked to Twilight.

"I can't explain it." Twilight began as they stepped out into the cool night. "It's like there's a whisper... Something telling me he's not alone... it's kinda scary." she said. The moon was full that night, glowing all around the unusually quiet town.

"As for Applejack... someone close to her must place her Element of Harmony on her... it's the only way." Discord continued. Rainbow Dash smiled weakly at this.

"Well, she is my best friend... I know I can snap her out of it easy." Everypony smiled. They really believed they had a chance.

"Welp, that's it for me." Discord said. "I'm going on the lam to see if I can't dig up anymore info as to what hijinks is going on here. Have fun, my little ponies." With that, he glided up into the air and disappeared. The three didn't say anything else to each other as they walked on through the town. Even if they believed in themselves and were full of hope, they still knew it would not be easy. It wasn't until Twilight and Rainbow Dash arrived at their hotel that anypony said a word.

"Princess Luna?" Twilight asked. "Discord was an Element of Harmony, right?" Luna nodded silently. "Then... why did he... y'know, turn against Equestria?"

Luna only started off. Twilight thought it was better not to pry.

"Because, Princess Twilight... Discord and Starswirl were very close..." she whispered, remembering the last few years of Starswirl's life long long ago.


	6. Ready or Not

It was a cool morning as Twilight and Rainbow Dash sat in their car silently. They left on the train early before daybreak from Manehatten, the sun just now beginning to peak above the horizon.

Rainbow Dash practiced levitating a glass of water with her horn, trying her best to be careful as a small splash or two came from the floating glass.

"You're getting better at that." Twilight said with a smile, hoping to pep up her friend. "A little tip," she said softly, Rainbow Dash's face falling "try to really focus on the glass and be sure you've got a hold of it before you lift it."

"Well, you're the expert." Rainbow Dash said. She was usually the impatient type, but as of late, she had no choice but to be patient and concentrate. She eyed the glass and shot daggers at it. Her horn pulsing, she could definitely 'feel' the glass, but she knew she didn't have a good hold on it. Sweating, she began to lift it slowly, careful not to shake it. Just when it looked like she had it, the glass began to shake, water splashing everywhere.

"That's it!" she called, firing a burst of magic for it, shattering he glass and leaving a scorch in the train wall, both Rainbow Dash and Twilight staring in shock. After a moment more of the train rumbling down the track, both Twilight and Rainbow Dash burst into laughter.

"That was pretty good, Rainbow Dash!" Twilight howled, flapping her wings with delight. Rainbow Dash huddled over, cackling.

"That was a bit more than I thought." she breathed, her horn still glowing slightly. Neither of them were sure why they found this so funny, but all their troubles seemed to be chased away by their laughter.

* * *

Everypony in Ponyville was in a fluster. With the word coming out that Ponyville was now relatively safe, evacuated ponies were returning home. Shining Armor was leading the cleanup of the town and most of the wreckage was cleared away already. Still, his heart felt heavy. The ponies of Sweet Apple Acres would be returning soon. He feared the worst for when it came time to tell them what became of Applejack.

A screech came in the distance just then. Shining Armor knew the train had come in from Manehatten. He hurried from the town square for the station in a heartbeat, passing more and more returning ponies all the while. Coming to the platform, he saw Rainbow Dash and Twilight both leaving the newly arrived steam engine.

"Twili! Rainbow Dash!" he called, waving his hoof for them. Both of them spotted him and walked over to join him as he lead them back to Ponyville. "Everypony's coming back now the Ponyville is more safe... the town seems kinda busy again." he told them, Twilight and Rainbow Dash both thinking the same thing.

"So... I think I'm getting the hang of my horn." Rainbow Dash said suddenly, trying to change the subject. "I totally blew up a glass of water on he way here." "It was pretty funny, Shining Armor." Twilight added.

"So what did the princess and Discord have to say?" the stallion asked as they made their way through the square. Twilight noticed that while everypony still waved and nodded to her, they didn't stop in the middle of the street and bow or salute to her. While initially she was certain she preferred this, it still didn't seem right to her. She was a princes now, but everypony still thought of her as the same old Twilight. It was what she wanted, but it still didn't feel right to her for some reason. Shaking her mane, she inhaled deeply.

"Discord says we need the Harbinger Blade." she said, Shining Armor turning to her. "He thinks Tirek isn't acting alone... and neither do I." Shining Armor looked to the ground, a grim look on his face. "He also said we need to use the Elements of Harmony... he said they could be used like weapons." "Well, that makes sense." "He said they're to protect Equestria... and he said somepony close to Applejack needs to put her Element on her to make her regain her memories." Shining Armor had to admit, this was some good news. If Applejack could be found before long, they might be able to restore her before her family returned.

"'scuse me, but what in Equestria is this Harbinger Blade?" Rainbow Dash said loudly. Shining Armor inhaled deeply, like Twilight did earlier.

"The Harbinger Blade is an ancient weapon Starswirl the Bearded made shortly before his passing." Shining Armor explained. "It was crafted of three very powerful minerals now believed to be completely depleted throughout the entire world... a mixture of mythril, adamantite and orihalcon."

"That's incredible!" Twilight said in shock, Rainbow Dash still in confusion. "Why was it made from such powerful material?" Once again, Shining Armor inhaled deeply.

"He crafted it to combat the Alicorn Amulet." he breathed. "Apparently the Amulet appeared almost 1000 years ago... everypony was afraid of how powerful the sword was so they called it the Harbinger Blade, fearing Starswirl would use it to conquer Equestria... so he hid it away in the ancient crystal mines that Canterlot was built over."

They walked on to the library, the sun still rising in the sky, a light breeze ruffling their manes. It was quiet, Spike sleeping soundly on a pile of books.

"He must be really tired." Twilight said. Shining Armor shook his head.

"We've been working around the clock to rebuild Ponyville." he explained. "Spike's been trying really hard, too."

"How come we don't know about the Harbinger Blade?" Rainbow Dash asked suddenly. Shining Armor took a seat next to a collapsed bookshelf.

"The knowledge of the Harbinger Blade is entrusted only to the royals and the captain of the royal guards." he explained. "It's a truly powerful weapon."

Twilight and Rainbow Dash both looked down to the floor. They were both thinking the same thing. If Discord thought they would need such a powerful weapon, Tirek must truly be a powerful foe... not to mention if he truly was working under another. Just then, they heard a squelching sound.

"Uh-oh..." Spike growled in his sleep, everypony turning to look at him. Suddenly, his eyes sprang open and he gave a great belch as a scroll with the Canterlot seal on it flopped out from his mouth. "Just when I was having a good dream..." the baby dragon groaned, scratching his head as Twilight levitated the scroll closer.

"It's from Princess Celestia is time." Shining Armor said as Twilight opened it. Reading it, she narrowed her eyes.

"No... it's from Discord." she said. "He says the Harbinger Blade was stolen..." "What!?" "Whoa, no way!" "What's a Harbinger whatever?" "But," Twilight read on "he says he knows exactly where it's been hidden." "Where?" Shining Armor breathed. Twilight closed her eyes in frustration. "He said he will only give us a hint..." she said irritably. "He said it's in a place the used o be 'too hot to trot'." Both Shining Armor and Rainbow Dash shook their heads at this.

"That lousy Discord is always trying to mess with us some way or another." "We'll have to think on what he meant by 'too hot to trot' from his message." Shining Armor added, Spike having gone back to sleep. Twilight thought hard on this. What did his cryptic clue mean? Just then, she thought of something else. Something she should have thought of in the first place.

"Shining Armor." Twilight said suddenly, making Spike jump but not wake up. "We need to train!" she said proudly. "Let's give Tirek a real surprise the next time he sees us!" she said as she hurried out the door.

"Twilight! Where are you going?" Rainbow Dash called for her alicorn friend. "To find Rarity!" responded Twilight as she shot through the town.

* * *

Shining Armor and Rainbow Dash stood at the outskirts of the town, looking over some bails of hay.

"The best way to get your hooves wet is to dive in, Rainbow Dash." he said in a sharp voice, as if he were talking to his old guard. "You need to get control of that horn and I that's what I'm here to do! Understand?" "YESSIR!" Rainbow Dash sounded, remembering her time at the Wonderbolt Academy. Shining Armor began to pace back in forth before her.

"Each unicorn has their specialties." he went on in his sharp, commanding tone. "For example, I am best at shielding techniques. Rarity is best at handling numerous small objects at once. She would not be able to produce a shield quite the same caliber as my own and I would not be able to levitate the mass number of objects as she could and maintain a steady control over them." Rainbow Dash clung to every word he said. "According to Discord's words, should you wear your Element of Harmony, it stands to reason that your horn's power should be easier to manage." he said as he levitated Rainbow Dash's Element of Harmony close by. Rainbow Dash reached for it but Shining Armor quickly pulled it away. "That is why we will be training without it!" he said. "When you can properly levitate it and put it on, then and only then will you be permitted to train with it, do you understand, Rainbow Dash?" "YESSIR!" she called with a salute.

On the other side of Ponyville, Twilight and Rarity stood at the top of a tall platform, overlooking a large landing area filled with hay.

"I'm going to help you get those wings in shape, Rarity!" Twilight cheered. "If I can learn how to fly, so can you!" Rarity smiled and shook her mane.

"Twilight," she began in her dignified tone "You forget I once flew, no?" she said in a haughty voice. It had been a long time, but Rarity did fly quite gracefully once when they visited Rainbow Dash in Cloudsdale.

"Alright, then this should be easy for you." Twilight said as she spread her wings and began to glide in circles, her navy mane flowing in the wind as she slowly reach the hay covered ground. "All I want you to do for now is try gliding, Rarity." she called up as she came to a soft landing, Rarity giving a small laugh.

"It will be easy for someone so poised and astute as moi." she said, spreading her pure white wings. Leaping off into the rushing wind, she fell through the air in into the cushioned ground, shaking her head and sputtering out bits of hay as she resurfaced. "Mm... maybe it's been longer than I suspected?" Rarity said sheepishly, Twilight giving her a smug grin.

* * *

The sun was beginning to set as a cold chill began to set in on Ponyville. Rainbow Dash and Rarity were both absolutely exhausted as they lumbered off their respective training sites. Rainbow Dash was dizzy and lightheaded while Rarity ached from dropping to the ground so much.

"How did Rainbow Dash do?" Twilight Asked Shining Armor after they two were out of earshot. The Stallion took a deep breath.

"She's determined." he said. "I thought she'd give up and just ask to use her Element, but she's trying to tough it out... she's working her way up with levitating things." The two walked on to the library where Spike sat on the floor coloring, humming to himself. "What about Rarity?" he asked, taking a seat.

"Rarity's got gliding down... but she can't stay in midair for too long-" "Aw, she'll get it." Spike cut in. "Don't forget, she flew once before." grinned the dragon.

"Rarity said that." Twilight sighed, Spikes grin falling. "Heh... maybe it's been longer than she remembered?" Spike said with a laugh. "She said that too." Twilight groaned. Spike's face reddened slightly and he turned back to his picture.

"Well, they both seem focused." Shining Armor said. "No need to be so glum, right?" Twilight wasn't sure.

* * *

As the week went by, it seemed Rainbow Dash and Rarity had a strong curve. Rainbow Dash had gotten a strong hold on her levitation power while Rarity was now flying about Ponyville with ease. Shining Armor and Twilight were both pleased and Spike loved watching Rarity fly.

Ponyville was almost completely rebuilt, Fluttershy's animal friends helping to repair he damaged buildings, Pinkie Pie preforming and entertaining the exhausted townsponies every night, despite still being very saddened over Applejack's disappearance. Everypony was doing their part to keep each other going.

"Okay, Rainbow Dash!" Shining Armor said in his sharp, commander tone. "You seem ready to learn some more practical capabilities." Rainbow Dash nodded, her horn pulsing as she grew excited. "Rarity is well skilled in multitasking. My expertise are in shield spells. But according to Twilight," he said, pulling several large targets into view "you seem to be cut out for offensive magic." Stepping away from the targets, Shining Armor saw the blue unicorn's eyes locked and narrowed on the middle target. "When you can hit one target dead center, then you can have your Element to train, Rainbow Dash." "YESSIR!" she said, spreading her hooves and lowering her head, pointing her horn straight for the middle target. With a giant burst of blue light, Rainbow Dash obliterated the center target, looking quite smug.

"Oh yeah! How 'bout that?" she cheered. "Fine," her stallion mentor said "very fine... now do it again with restraint!" "What!?"

Rainbow Dash watched as Shining Armor reassembled the target in front of her.

"You cannot use your full power! Use a miniscule amount and hit the center-" "But it's just a tiny dot-" "Hit the bulls-eye!" Shining Armor said with a loud stomp. Rainbow Dash huffed and turned back to the target. Narrowing her eyes, beads of sweat appearing on her forehead, she sent a small stream of blue for the target, leaving a tiny scorch on the far left side.

"Good shot." Shining Armor said smiling. "Now, do it again." Rainbow Dash rolled her eyes and gave a few more shots to the target.

Meanwhile, Twilight and Rarity stood at the top of Ponyville Tower overlooking the Everfree Forest, the wind blowing briskly.

"Applejack's still out there." Rarity said solemnly. Twilight nodded. "So... are you certain this is safe?" she asked. Twilight only scuffled her hoof.

"I never said that." the alicorn princess said, spreading her lilac wings. "But this is the best way I know to really test your flying capabilities." she announced as she leaped from the tower, soaring gracefully over the thick woodlands.

"And if I can't do it?" Rarity asked as she leaped and glided behind Twilight.

"I'll be sure to get you out of here, then, Rarity. You'll be safe with me." she said, comforting her friend. The winds were oddly light as the two soared and swooped over the Everfree Forest. They could see great footprints in the groves they passed and huge amounts of trees uprooted and torn about, a scant few of them scorched and burnt. As they flew over the swamp, Rarity noticed something very odd.

"Twilight!" the white pegasus called, flapping her wings, picking up speed as she came up beside her friend. "There's no animals anywhere." she breathed. Immediately, Twilight curved her wing and rounded back over the forest. Sure enough, there were no animals or birds anywhere. Even if Applejack rampaged through the forest and scared them off, the animals would return eventually, and even if she did possibly eat some of them (Twilight getting a sick feeling at the very thought), there's no way she could have gone through all the animals. The two flew on and on throughout the forest until the sun was high in the sky, making the Everfree quite muggy and humid. Rarity was beginning to lose momentum, and Twilight could see this clearly.

"I think it's time to head back." Twilight said, Rarity sweating as she flapped her wings to keep up with her friend. The two flew on through the forest, still seeing no sign of Applejack or any of the animals. Coming to the edge of the Everfree, they both spread their wings wide and glided through the fields leading up to Ponyville. Rarity had never loved the feeling of a cool breeze so much.

Coming to a landing in Ponyville square, the two saw Rainbow Dash looking quite sweaty and fatigued, drinking a large canteen of water, Shining Armor sitting with her.

"How the training going, guys?" Twilight asked as Rarity walked off to get herself some water. Rainbow Dash only shook her head, her rainbow mane waving about.

"Horrible! I can't even hit a measly-" "She's doing great." Shining Armor said, Rainbow Dash's eyes widening. "Considering she's only had her horn for barely a week, she's progressing brilliantly-" "That's not what you said all day long!" Rainbow Dash sputtered, a mixed look of confusion and irritation on her face.

"He's captain of the royal guards, Rainbow." Twilight explained. "He's supposed to be tough on you." Rainbow Dash opened her mouth to argue, but she knew Twilight was right. She had just been through the Wonderbolt Academy. It was almost exactly the same.

"I guess I am dong better than I thought..." she said sheepishly, Twilight and Shining Armor both giving a giggle. Just then, they all heard someone calling their names. Turning, the three saw a tiny purple shape at the far end of one the lanes. Spike was running for them.

"Guys! Guys!" he breathed, waving another scroll for them. "It's the princess!"

"We've been getting a lot of mail lately." Rainbow Dash sighed as Shining Armor and Twilight hurried to meet with Spike.

"What's wrong with the princess?" Shining Armor asked. "Is it Tirek?" Twilight added. Spike shook his head.

"She wants you both and Rarity to come to Canterlot for the Grand Galloping Gala." Spike explained, panting slightly. Both Twilight and Shining Armor gave the baby dragon a look.

"Is this really the time for that?" Twilight asked. "We're busy trying to ready ourselves for anymore danger." Shining Armor said. Spike shook his head again.

"She wants Twilight and Cadence there to raise morale for all of Equestria." Spike said, pointing at the parchment. "She also wants Shining Armor to come and keep an eye out over the festivities." Shining Armor scuffed at the dirt with his hoof. He wasn't sure if he should leave Ponyville. "Oh," Spike said suddenly, shaking everyone from their thoughts "she also wants Rarity to make dresses for everypony... not that I can blame her." Spike said blushing as he thought of Rarity's skills.

Twilight bowed her head. The Gala last year was such a bore, but she did want to raise the hopes of Equestria. Maybe this is what she needed. To raise the spirits of Equestria.

"I think we should go." "But Twili-" "I said we should go." Twilight narrowed her eyes. "Spike, stay here in case Ponyville needs to send us another message." she said, Spike opening his mouth to protest. Before he could say a word, however, Twilight was off.

"Think she's gone to find Rarity?" Spike asked. Shining Armor shook his head.

"I think she's had a lot on her mind lately." he said, Rainbow Dash narrowing her eyes. "Rainbow, can you keep an eye on Ponyville?" he asked. The blue unicorn saluted silently. Sighing, Shining Armor started off to find Twilight.

* * *

It was uneventful in Canterlot. Everypony was indoors readying themselves for the festivities. Even Celestia and Luna were working around the clock for the Gala. Twilight mostly walked through Canterlot castle while Rarity worked tirelessly on the dresses.

That morning, however, Shining Armor had disappeared.

"Cadence comes here tomorrow evening for the Gala!" Twilight said as the guards presented her the news. "Where could he have gone?" she said in a fluster. Before she could continue, however, one unicorn guard sent a piece of torn paper whizzing for her. Looking at the slightly untidy scrawl, she could see that Shining Armor had written the note, saying only a few words;

_'I know where the Harbinger Blade is. Don't come looking for me. I will be back before the Gala.'_

That was all that was written. Twilight could feel her face growing hot with anger. Shining Armor was so reckless. Growling, she torn the letter into pieces and stormed off through the door and made her way up to the tower. The sun was only just rising as she made her way to the summit. She thought of Spike. She thought of Shining Armor. She thought of how everything was all happening to fast. She was growing angrier and angrier just thinking about it, rage creeping up on her like a whisper.

That evening, Rarity insisted on having the princesses fitted for their dresses. Celestia and Luna were both present with Twilight, but she thought it best not to speak of the recent happenings. They likely wouldn't want to talk in front of Rarity.

While Rarity tended to their gowns (Twilight's being a large, pitch black gown with shining blue and lilac stars), Twilight watched the moon in the sky. Luna was imprisoned on the moon not long ago... and Twilight had a slight twinge of fear just thinking about it. What could have driven Luna to revolt against Celestia? Was it Zerus or something else?

"Twilight?" Celestia said suddenly, causing Twilight to jump, Rarity giving a small gasp as she nearly poked herself with a needle. "What's on your mind?" Twilight did her best to hide her bubbling emotions. "N-nothing." she lied, knowing neither Celestia nor Luna believed her as Rarity renturned to her needle work.

The next morning as Cadence arrived, Twilight felt furious with herself. She had finally had a moment the night before to speak with Celestia (who was still absent) and she blew it. It had to be everything that had been going on as of late, she thought to herself as she and a garrison of guards greeted her. It had to be Tirek's attack, Applejack's disappearance and the calamities that were befalling Equestria. That day also went in a haze as Rarity and the servants sent the four princesses around, having their dresses finished, having them at their positions to receive guests and the festivities enter their final planning stages. Twilight felt like a blank slate. She didn't want to be here. She wanted to get back to Ponyville and find Applejack. She wanted to be with all of her friends again.

The sun set and the fireworks were set off, illuminating Twilight's emotionless face. As Cadence received the guests for them both (dressed in the same gown she wore when the games inspector visited the Crystal Empire, Celestia and Luna (dressed in beautiful red and navy dresses respectively) stood watch outside the main gates, a large garrison of guards flanking them as they met with each carriage that entered the city limits of Canterlot. Shining Armor still had not returned, and there was no word from Spike as to whether or not there had been any activity at Ponyville.

Just then, as the final guests had entered, both Celestia and Luna turned to the pitch black horizon to see a burst of fire.

"What is that." Celestia said sharply, narrowing her eyes. Luna, however, powered her horn, her dress replaced with shining, dark colored armor.

"What you were afraid of, Sister." she said, a mass of dragons on the rise. Canterlot was under attack, just like Discord warned the princesses it would be.


	7. The First Wave

As a lively waltz played in the grand hall and everypony danced, all dressed in regal fashion, Twilight sighed, hoping this night could be over fast. Numerous ponies were bowing and saluting to both Cadence and Twilight, as per usual. It still made the latter feel uncomfortable.

Rarity, done up in a glimmering blue ballgown, schmoozed with a couple of the high society ponies at a table nearby, Fancy Pants, a fairly popular bigwig Rarity was good friends with from a previous visit to Canterlot. Spitfire and a handful of her fellow Wonderbolts chatted with some of the guards present, Twilight suspecting they were here for extra protection. The Gala really seemed much bigger this year.

Looking out through the giant windows that lined the hall, Twilight wondered what was keeping Celestia and Luna. It seemed all the guests had arrived, so they should have entered the hall themselves by now. Just as Twilight walked back to join Cadence, the whole hall rumbled and shook, everypony tolling to the floor and screaming in shock. Guards immediately flooded the hall, glaring out the windows. Dragons were attacking, descending the mountainside opposite the main gate to Canterlot.

"Everypony run!" Cadence called, ushering out the high society ponies. As the unicorn guards began to send powerful bursts of magic at the dragons to fend them off, pegasi guards flew circles around the beasts to distract them and lead them away, Spitfire leading a squad of Wonderbolts in similar form.

"Twilight, c'mon!" Cadence called for her friend. Twilight, however, stared at the massive battle that was going on. The spells the dragons were struck with looked brutal and the pegasi landed powerful blows on the rampaging dragons, who were clearly in pain from these attacks, but they didn't retreat. She could already see it in their eyes. A faint blue glow, just like before.

"These dragons are under control." she breathed quietly, although nopony could hear her with the havoc going on. "Cadence!" Twilight called, turning to her fellow princess. "These dragons are being controlled, too! We have to snap them out of it!" "Twilight, that's impos-" was all Cadence managed to say before the young alicorn spread her wings and flew off into the fray, much to Cadence's terror.

* * *

Celestia, covered in gleaming golden armor, flew to and from between a mass of mindless dragons as they came upon the city limits of Canterlot. These must have been victims of Tirek's transformations that Discord spoke of. They attacked relentlessly, a number of them even snapping and trashing at one another.

"Sister! We must restore them!" Luna called as she narrowly evaded a bust of frigid breath from an icy dragon. Celestia knew whatever these dragons were before, they didn't deserve this. Nevertheless, a restorative spell powerful enough to purify the rampaging drakes would not be easy to cast in the given situation, even for alicorns as powerful as Celestia and Luna.

"There's too many of them, Luna!" she cried as she swooped under a swooping, razor-sharp wing. Swallowing hard, the regal princess flew for the dragon and kicked it hard in the face, causing it to roar out and flail in pain.

"Sister! I will distract them!" Luna called, casting a whirl wind around a few attacking dragons, causing one of them to spread their wings and fly off into the night. "Hurry, before more escape!" she added, the other dragons turning angrily for her. Celestia nodded. If they escaped, there was no telling where they could be headed. They might be lost for good. Curving her wing, Celestia zoomed through the snapping jaws various hazardous breaths the dragons blew for their would be prey, coming up on the escaping dragon. Putting her giant horn to it forehead, she managed to restore it to its previous form, a falcon, which spread its wings and soared into the night. Turning, Celestia could see other dragons coming up on Luna. There was no way she could hold them off and not seriously harm them. Swooping at high speed, Celestia headbutted a particularly spiny dragon, making it roar out and topple into another of the beasts.

"Make them fight one another, Luna!" she called. "Then we can better focus on them individually." she called, putting her horn to another with plate-like scales, turning it back into a moose. Luna nodded as she spotted a scant few dragons flying off. Shooting at high speed, Luna came up to the first and turned it into a small bat which fluttered off in an instant. Turning to another, she restored it to a small weasel, catching it as it began to plummet to the ground. Flying down to the ground to release it, Luna watched helplessly as a third dragon disappeared into the night sky. They couldn't allow much more to escape.

* * *

Twilight and Cadence zoomed through similar hazards as the other two princesses. The unicorn guards sent blast after blast of magic for the descending dragons, trying their best to slow them down, but they still lumbered senselessly for the castle, stopping only to attack the pegasi guards and the two princesses. Coming up to another dragon, however, both Twilight and Cadence combined their magic and restored a shiny purple dragon's mind instantly.

"What was I-" "Run!" Twilight called. "Hurry away, please!" she called as other dragons began to come up on the freed dragon. Frightened and confused, he spread his wings and soared into the night, back over the mountain range.

"Twilight! We need to evacuate Canterlot!" Cadence called as a powerful burst of steam sent her spinning in the air. Coughing and sputtering, Cadence could barely see enough to dodge the sweep of a dragon's spiny tail. Instantly, Twilight swooped to the smog spewing dragon and placed her horn on her head, restoring her memory.

"What happened to my home? Why am I in Canterlot?" she asked just as another, much bulkier looking dragon came barreling into her. Enraged, she swung her spiny tail for it, knocking it back.

"Please, run away!" Twilight plead, a clasping jaw ripping her beautiful black dress to shreds. "But I don't-" "JUST GO!" Giving one last look back, the dragon stomped off into the valley. Cadence shook her head and zoomed for a beast that had almost made its way into the exposed ballroom, several guards firing with everything they had. Putting her horn to its head, she snapped the dragon out of its mind control, the creature stomping off as well. Just as she was about to return to the fray, Cadence saw a glow of red in the distance.

"Captain!" Cadence called for the newest captain of the royal guards. "Send a squadron to the main gate immediately!" "But the castle is the highest priority-" "THAT'S AN ORDER!" Cadence thundered, the captain saluting and gathering a handful of unicorn and pegasi guards to meet with the other two princesses. Glaring, Cadence shot back for the dragons, shoving Twilight out of the way of a giant burst of fire. Looking over the onslaught, the two could see the guards were fighting valiantly, but it wasn't enough. There were too many dragons. Just then, a burst of smog swirled around the attacking dragons, causing them to hack and wheeze.

"We will not allow you to fight alone!" they heard. Turning, everypony could see the dragons who had come to their senses had come back. "We will repay your selflessness, princesses!" called the purple dragon as he spread his majestic wings. Maybe they did have a chance of saving Canterlot.

* * *

The captain's squad dodged a blazing fireball as they charged through Canterlot. They could see the princesses shooting through the attacking dragons, completely taken aback by the occasional disappearance of one or two of the dragons. Just as they made their way through the main gate, they saw Celestia falling to the ground, her armor dented and scarred. Immediately, the unicorns gathered under her and cast their magic, causing her to stop in midair. Shaking her head, Celestia shot up into the night sky once more, striking a much larger dragon with her sharpened horn. It roared out and stomped in place as Luna put her horn to its head, turning into a middle aged pegasus who began to plummet to the ground.

"Guards, tend to the falling ponies and animals!" Celestia called as Luna flew to catch up with another escaping dragon. The guards scattered at her command, diving for the falling animals and ponies, some of them narrowly avoiding the stomping feet of the mindless drakes. Just as it seemed they were clearing out all the dragons, one climbed over the great wall around Canterlot.

"Sister!" Luna called, turning away from an escaping dragon. "The city! Canterlot!" Immediately, the guards shot into the town to wrangle the dragon, leaving Celestia and Luna alone again. Turning, sweating bullets, the two princesses zoomed for more dragons, restoring the last of them. Just as it seemed they would be able to join the guards in the city, more dragons suddenly came up from the waterway, the two shooting at blinding speed for them. These dragons, however, were under the control of Tirek.

"Mind controlled dragons?" Celestia said unamused. "This will be easy, sister." Luna added as they zoomed through the dragons, restoring their minds with little effort. "Surely this cannot be the fullest extent of General Tirek's power?" Luna pondered as the freed dragons began to leave. Just then, the escaped dragon came up behind them and caught them both in a burst of fiery breath, sending them both falling unconscious into the aqueduct.

* * *

Twilight and Cadence breathed heavily as they restored the final dragon's mind. The guards cheered as the dragons slowly lumbered off, a small few nodding or thanking the princesses as they left.

"Well, that was fun." Twilight breathed as she sank to the floor. "It's a good thing I came here, huh? Otherwise Canterlot would have been in some serious trouble, hm?" Cadence opened her mouth to agree, but suddenly a blast of fire struck the ballroom floor. Immediately, unicorn guards flaid and cried out in terror as they fell through the massive crater, Twilight, Cadence and the pegasi guards swooping to save them from the fall. Looking up, one final dragon looked over them.

"This one is a pony!" Twilight called. "I can see it in its eyes!" she said, dodging the biting gale of its wings.

"We'll really have to pull some stops to restore it, then, Twilight!" Cadence called. Discord said returning a dragon to pony would not be easy!" "Discord was here- GYAA!" Twilight shrieked as she narrowly dodged a blast of subzero breath.

"This dragon can use both fire and ice breath?" sh gasped. There was no denying this was one powerful beast. Swerving away from its clasping jaws, Twilight and Cadence both flew up and put their horns to the dragon's head, mustering all the narrowly depleted power they could to bring her back to pony form. Even for two alicorns, this would not be something easy to do. Just then, Twilight gasped.

"Zecora!" she called as she saw some of the zebra's memories. Cadence didn't look away. She clung to the flailing dragon's forehead.

"Twilight! Help me!" Cadence called. Immediately Twilight put her horn to the Zecora dragon's head, both Cadence and Twilight feeling faint. Finally, they did it. The dragon's scales melted away, leaving an unconscious Zecora plummeting for the shattered ballroom floor. Twilight and Cadence both flew as fast as they could, hoping they'd be able to catch their friend. Just as it looked as if they would be too late, a white streak shot by, Rarity having just caught Zecora.

"Rarity?" "Great work!" Both the princesses beamed as they saw Rarity carry Zecora to the guards, coming to a landing on the far edge of the chasm, collapsing as they did.

"That was pretty fun..." Twilight breathed, Cadence giving a small laugh at this. They were both exhausted from the whole ordeal, they didn't notice bits of marble falling down around them. When Twilight finally saw a few pieces, she and Cadence both looked up and shrieked as a portion of the castle wall slowly tipped toward them, snapping and falling down a moment later.

"We'll be crushed!" they both called in union, to fatigued to fly off. Just then, a tiny shape flew overhead, both of them staring in total awe as a lone pony torn the giant chunk of marble and stone in half, the giant shards falling down around them. Turning just enough, they saw Shining Armor landing just behind them, covered in scrapes and bruises with a giant, shining sword with a gold and lilac hilt clasped in his mouth.

"Hello ladies." he breathed. "Did I miss the party?"

* * *

Celestia and Luna drifted through the Canterlot sewers, both out cold. Just as they were coming to a fall, however, a pony in a heavy traveling cloak caught them in a net and dragged them out of the rushing water, their armor clinking all the while.

"Evening, princesses." he said as he shook his head, the hood flying back off his blue mane, Luna stirring away as Celestia coughed out a mouthful of water.. "Flash Sentry, at your service."

* * *

_Note from author: I will likely touch up this chapter a bit. Also, I think I should point out, Flash Sentry will not play a big part in this story._


	8. A Friend for Life

The whole of Canterlot had gathered around the town square, all eyes to the slightly sacked castle. All four of he princesses, aching and exhausted, looked over the frazzled crowds from the royal balcony. Shining Armor, the regal Harbinger Blade sheathed to his side smiled and nodded to her, Zecora, who had only just come around, nodding as well. Twilight, her ragged gown fluttering in the nighttime breeze, ascended the platform overlooking the town to the roar of the crowds.

"Ponies of Equestria." she said, her voice magically amplified. "I'm sure it comes as no surprise Equestria is still in danger." The crowd was silent at this. "But tonight's endeavors have proven that we are capable of standing together. We are capable of defending our homeland. We are capable of saving all of Equestria!" The dim was deafening. Everypony cheered as Twilight descended the podium, Celestia taking her place.

"This has been quite a night." Twilight said as Celestia gave another speech to the masses. "Looks like we've raised morale in Canterlot, huh, Cadence?"

"That wasn't why you were summoned here, Twilight." Luna said suddenly, the others looking at her as Celestia continued to speak to the crowd. "He warned us that Tirek was sending forces to attack Canterlot... and we knew that if we told you, all your friends would leave Ponyville with you, leaving it unprotected." Twilight opened her mouth to argue, but she knew Luna was right. Rainbow Dash, Fluttershy, Pinkie Pie, they would all have left without a word if Twilight were summoned to defend Canterlot.

"I have an idea." Cadence said suddenly, hoping to change the subject. "Princess Luna, use your voice to unify Canterlot." she said, everypony confused by this except Luna, who looked quite taken aback by this.

"What do you mean-" "Princess Luna is a brilliant songstress, Twilight." Cadence explained. "She was said to have the finest voice in all of Equestria. Please, Princess Luna." Cadence said, turning to the blue pony. "Please sing for everypony. That would fill everypony with hope." Luna shook her head.

"It's been more than 1000 years since I've sang." she said, bowing her head. "It just wouldn't feel right.. I last sang for the first Nightmare Night-" "I'll sing." Everypony turned to Twilight. "Princess Luna, I will sing for you." she added, smiling in the moonlight, her eyes welling slightly.

* * *

Rainbow Dash,wearing a rucksack with both her and Applejack's Elements of Harmony packed inside, stood at Sweet Apple Acres with a heavy heart as she saw them return. Granny Smith chatted merrily with little Apple Bloom while Big Macintosh smiled up at young Babs Seed as she climbed up onto his head.

_"This song is in dedication," Twilight began, her voice quivering "to a very dear friend... a friend I hope to see again someday."_

Rainbow Dash looked at the ground, her insides feeling cold as ice. How could she possibly tell the Apples what happened to Applejack.

"Hey there, Rainbow Dash!" Apple Bloom called, running for the blue unicorn. "Y'all waiting to welcome us back? Where's Applejack?" she asked, looking around excitedly. "Looks like y'all fixed up the farm real good." "So where is Applejack?" Granny smith asked. Just as Rainbow Dash opened her mouth, the ground shook as a lumbering growl came from behind. They all turned to see the orange dragon that was Applejack, stomping into the apple orchard, a burst of fire spurting from her mouth.

"A DRAGON!" Granny Smith called in terror. "Cuz! Let's split!" Babs called as she clung to Big Macintosh, the large red stallion turning. "Cuz! C'mon!" she called back as Apple Bloom slowly walked up beside Rainbow Dash, looking at the rampaging dragon in awe.

"That's Applejack." she said quietly, her voice quivering.

_"A friend for life_

_That's what you are to me"_

_Twilight's voice rang out over the crowds of Canterlot, everypony listening to her sweet voice._

_"A friend for life_

_That's what you are to me"_

"THAT'S MY SISTER!" Apple Bloom cried, tears pouring down her face. She raced for the dragon, diving under Rainbow Dash's sweeping hoof, the other Apples shrieking and calling for her as she charged for the drake.

"APPLE BLOOM! COME BACK!" Rainbow Dash called, racing for the little filly as she continue to cry out bitterly to her transformed sister. Immediately upon seeing the tiny yellow filly, Applejack lowered her gaze to her.

"SIS! IT'S ME! APPLE BLOOM!" she cried. "IT'S ME!" Immediately, the dragon snapped it's jaws for her, Rainbow Dash only just catching the filly and shoving her out of the way.

"Apple Bloom, you need to run!" Rainbow Dash said as she pulled Applejack's Element from her sack. "Please, run-" "THAT'S MY SISTER!" Apple Bloom cried hysterically. "WHAT HAPPENED TO HER!?" "Apple Bloom, go!" she called as Applejack stomped for them both. Shoving Apple Bloom into a stack of baskets, Rainbow Dash jumped high for Applejack's face, holding the Element of Honesty for her.

"Applejack! Come back!" Rainbow Dash called, trying to force the Element on the dragon's scaly head. The beast roared and trashed, trying to tear her once friend from her face, small blasts of fire shooting from her mouth.

_"Every friendship is tested_

_You say you're sincere but it's all unclear now_

_With a word, everything changes_

_And just like that, you and I go right back"_

With a mighty shake of her head, Applejack sent Rainbow Dash flying from her head, crashing painfully into an apple tree. Wincing at the pain, Rainbow Dash saw Apple Bloom cowering and crying under the baskets.

"Apple Bloom, I said run!" Rainbow Dash spat as the dragon approached them both. Apple Bloom turned just in time to see Rainbow Dash fired several bursts of magic into Applejack's midsection, causing the dragon to roar out in pain.

"STOP!" Apple Bloom shrieked, great tears streaming down her face, not even bothering to ask why Rainbow Dash now had a horn instead of wings. "DON'T HURT MY SISTER!" Apple Bloom charged again for the dragon, screaming and waving her hooves for her transformed sister.

"APPLEJACK! REMEMBER ME! APPLE BLOOM!" she plead at the top of her lungs.

"Apple Bloom! I SAID RUN!" Rainbow Dash called, throwing her hooves around the little filly as Applejack opened her fiery maw. Both the ponies closed their eyes as tight as they could, waiting to be roasted alive.

_"When I put my hand out._

_And I thought I would fall_

_You knew what I needed_

_And you came around to fix it up"_

_Twilight fell to her knees, crying bitterly as the music continued to play. Just then, Princess Luna stood beside her, smiling down at her, her eyes also filled with tears. Twilight smiled back. Luna was going to sing with her._

Rainbow Dash and Apple Bloom quivered in terror as they both heard Applejack roar and heard a stream of raging fire burst from her mouth... yet they didn't feel the burning spray hit them. They opened their eyes just enough to see a shining barrier surrounding them both.

"If you're quite finished!" a familiar voice called out. The two looked to see Discord holding off the dragon's blazing breath. "We don't have time for this!" he called, his body stretching as he wrapped around Applejack and constricted her. "Hurry! Put her Element on and restore her!" he called as she grappled with the embodiment of chaos. Immediately, Rainbow Dash jumped high and shoved the Element of Harmony on the dragon's head.

"Now! Cast the spell!" Discord called as he continued to hold her in place. Rainbow Dash, quickly donning her own Element, lowered her glowing horn to Applejack's head and began fighting to restore her memories. She knew they would be the key to restoring Applejack to normal. Just as she began to see some of her friend's most cherished memories, they began to fade from her mind, Applejack roaring out as Rainbow Dash fought hard to keep the spell going.

"APPLEJACK! PLEASE! REMEMBER!" Apple Bloom called. Immediately, the dragons stopped thrashing and looked at her younger sister, her scant few returned memories resonating with her little sister's sweet voice. Rainbow Dash had to be quick. Summoning all her might, she restored more and more of Applejack's memories, the dragon growing limp and giving a low growl. Finally, at long last, the dragon collapsed to the ground, her giant orange scales melting away as Applejack lay on the ground of the torn apple orchard, unconscious but fully restored to her original state. Applejack was back, Apple Bloom throwing her hooves around her unconscious sister and crying, Rainbow Dash wiping a tear from her eye as she smiled. She had her best friend back.

* * *

Twilight and Luna finished their duet to the roar of the crowds of Canterlot, Twilight collapsing to her knees as she wept quietly. She couldn't understand why, but she felt a great swell of happiness. Some good happened. Something was set right. Smiling, she thought about how she couldn't wait to return to Ponyville.


	9. Battle

Fluttershy shuddered and sniffled to herself as she saw a few bursts of fire rise from the direction of Sweet Apple Acres, lighting up the night sky. The dragon Applejack must have returned. If only she weren't so afraid of dragons, Fluttershy would have surely gone to see what the damage was and if she could help her friends. She didn't want to see another dragon ever again. She didn't want to see what Applejack, one of her dearest friends, could possibly do to her or her friends in her transformed state.

Just then she heard a horrid sound. Her ears perking up and her wings spreading instantly, Fluttershy turned to the Everfree Forest, her insides turning to ice.

"Angel Bunny!" she whispered. Nopony Else would have been able to have noticed the rabbit's cry, but Fluttershy had the uncanny ability to communicate with animals. She knew the distinction between their voices as well as any of her pony friends. She could hear his cries growing fainter and fainter. Clearly he was being taken away into the dark Everfree. Feeling a cold shiver as she charged to the edge of Ponyville, she looked around to see if any of her friends were present. Nopony was there. They were all gone, having panicked at the alarm raised at Sweet Apple Acres and gone back to hiding in their homes. She wanted so desperately to go get somepony else to accompany her into the thick woodlands, but Angel gave another shriek, Fluttershy jumping as it echoed. There was no time to lose!

"Angel! I'm coming for you, sweetie!" she whispered in a terrified voice, placing her Element of Harmony, Kindness, around her neck. "Please be okay!" she cried as she made a dash into the pitch black Everfree. Racing through the bramble-ridden woods, she noticed there were no animals at all. Where could they all be? Suddenly, she saw a clearing up ahead, illuminated by a number of great torches, the cries of many many animals filling the air. Bursting through a row of shrubs, Fluttershy looked with an open jaw as all her animal friends were tied to the ground, locked in cages and bound to large steaks. Beavers, birds, frogs, weasels and much much more were struggling in their confinement, all of them clearly terrified and desperate to be free from the tyrant whom imprisoned them. No doubt, Tirek was abducting animals to turn them into dragons, Fluttershy thought. He was creating a bigger army.

"How dare he..." Fluttershy growled, her voice quivering. "How dare that monster steal you all away!? How dare he!?" Furious, Fluttershy began to rip the ropes apart and break the cages to pieces, all the woodland creatures running at blinding speed back into the Everfree Forest as she freed them one after the other. Just as she began to chomp away at the ropes binding Angel and a few other tiny critters to a large steak, however, Fluttershy jumped, turning to see a number of gigantic, spiny scaled dragons tied to the ground as well, literally covered in ropes. Immediately, she froze with fear.

"Please... help us..." a large green dragon wheezed. "We don't want to be his minions..." "Help us, young mare, please." another breathed.

"Who... who did this to y-you?" the yellow pony stammered.

"It was... it was the draconequus." a skinny blue dragon said weakly. It was Discord? Why would he do such a thing? Was he working secretly for Tirek?

"Please, safe us!" the green dragon cried once more, Fluttershy jumping. She was so terrified of dragons. They scared the daylights out of her. Nevertheless, she knew she couldn't leave them there. In a shaking fit, Fluttershy inched closer to the green dragon and began to untie his many ropes. It was a difficult task on account of Fluttershy's shuddering and the intricacy of the knotted ropes. After some time, however, Fluttershy heard footsteps. Fearing the worst, Fluttershy turned to instead see Angel bunny free, a group of the newly freed animals having returned to help her.

"You cuties should run away!" Fluttershy said in protest as they began to swarm the dragons ropes, gnawing and clawing at the bindings. "If the beast Tirek finds you, he'll be furious. You need to hide from him- AHH!" she shrieked as the dragons began to spread their mighty wings and take off into the clear night sky or stomp off into the forest.

"I thank you, young mare," the green one said, nuzzling the terrified pony "for you bravery to save us. Please, be safe from the wicked Tirek." has said as he, too, spread his giant wings and soared to the stars. Fluttershy nodded, smiling. She was still wary of dragons, but she was happy she freed them from the terrible Tirek. Maybe it was the Element she donned that granted her a stronger bravery, but regardless, she saved more than just her woodland friends and a few dragons with her heroic deed. She felt so proud, she almost forgot about Discord's treachery. She needed to warn everypony he couldn't be trusted! Turning, however, she felt her insides turn ice cold once more.

"You insipid bearers of the Elements are far more trouble than you are worth." Tirek hissed, his usual smug smile replaced by a look of fury, his golden eyes glinting for the cowering yellow pony. No matter what her Element granted her, she knew she would never be able to challenge one as powerful as Tirek.

"I think a little punishment is in order, Fluttershy." the general said, licking his chops, drawing Sombra's red horn from inside his back cloak, Fluttershy shrieking as it grew into the broad, red sword again. "I think you should make a good dragon, like Applejack was for me," he said in a sly tone "but I think I'll just kill you instead." Laughing, he raised the sword high, slowly walking over to Fluttershy. Giving a high pitched cry, Fluttershy turned to run away, only for Tirek to shed his black cloak and spread his leathery wings and flew before her, causing her to flop onto her back.

"However, oh however," he taunted in a quiet voice, Fluttershy's eyes welling as she scuffled back slowly "will Equestria ever survive without its vital Element of Kindness- EEEYAAAAAARGGH!"

Tirek fell to his face as a certain minotaur tackled him from behind.

"Iron Will!" Fluttershy cheered, wiping her eyes as she darted up and ran up the muscular self help guru. "Where did you come from?"

"Hold the chat for now, lil' pony." he said, assuming a defensive stance. "I got somepony's clock to clean." Tirek growled as he climbed to his hooves once more.

"You will regret that, Iron Will." the general growled, brandishing his bade. "You die now!" Charging, Tirek brought his sword down at Iron Will, the musclebound minotaur catching in his shimmering hands. Fluttershy's eyes went round as she saw the large, shining blue gauntlets he wore.

"What are those things?" she asked as she stared on, Iron Will tossing Tirek back.

"These things?" he said smugly, not taking his eyes from Tirek. "I got these from ePony when I was vacationing in Canterlot last year." With that, he charged at full speed for Tirek, slamming his elbow hard into the beast's jaw.

"Mythril gauntlets." Tirek growled, wiping his cheek. "You came prepared..." Charging, Tirek began to swing with expert precision for his enemy, the two tussling back and forth, the clang of metal filling the clearing. Spinning, Tirek bucked Iron Will hard in the shoulder, knocking him down to one knee.

"All too easy, Iron Will!" Tirek called, rushing back to his foe and bringing his blade down with all his might. It a blinding flash, the minotaur caught the blade just inches from his face.

"When somepony tries to block," he growled, clearly stronger than Tirek as he slowly pulled him closer "SHOW THEM THAT YOU ROCK!" he roared, tearing the sword away from Tirek and tossing it into the pitch black forest as it returned to a small horn. Tirek had only a moment to gape in awe as it disappeared before Iron Will punched him hard in the face, causing him to buckle.

"Not so tough, now, are ya?" Iron Will taunted as he began to pummel his enemy where he stood. With one final punch, he sent Tirek flying into a tree with a sickening crack, both of them huffing slightly.

"Had enough, Tirek?" Iron Will asked as the centaur-like creature climbed to his hooves once more, a scant few splotches of mud on his black cloak. Tirek, however, let out a few low laughs.

"You are quite a fighter, Iron Will." Tirek said. "You bested me in battle... but only in a battle of strength." he said, summoning the horn as it came flying from the forest. "Now I show you what _**I**_am made of!" As he said this, his sword began to glow. Iron Will quickly put up his hands to block the blade like before, but this time Tirek was forcing him down to his knees.

"Mythril is a fine mineral," Tirek began "able to stand the test of time and remain undamaged after the most savage of blows." Tirek smiled wickedly as he pushed Iron will down further.

"Tirek! Stop!" Fluttershy cried, shivering behind her hooves.

"But it is nothing when faced with magic." Tirek cackled, punching Iron Will in the face, knocking him to his back. Iron Will scuffled up, huffing furiously. With a roar, Iron Will charged once more against Tirek, only for the general to fire a burst of golden energy for him, knocking him back into a tree like Tirek was before.

"Stay right there, Iron Will." Tirek sneered at the motionless minotaur. "I wouldn't want you to miss my next trick."

Cackling, Tirek stepped slowly to Fluttershy, the yellow pegasus shivering. He pointed his glowing blade his cowering prey, laughing like a maniac. Just as a twisting bolt shot from his sword, Fluttershy screamed as Iron Will jumped in front of her, taking the full force of the attack and collapsing to the ground, smoke rising from his scorched body.

"IRON WILL!" Fluttershy cried as Tirek watched them both. "You... you..." "When somepony is your friend..." Iron Will said weakly, giving her a thumbs up. "Rock for them... until the end..." With that, Iron Will's head dropped to the ground, Fluttershy crying loudly over her fallen friend.

"Don't worry, Fluttershy." Tirek sneered, slowly walking toward her, raising his blade as it shined in the moonlight. "You will join him soon." Fluttershy closed her eyes tight as she thought about everything. Applejack being turned into a dragon, Twilight disappearing more and more from Ponyville, Discord's betrayal. It was all too much. Just as she heard Tirek's sword sweep down at her, she suddenly heard a loud clank. Opening her eyes slowly, she could see Rainbow Dash, wearing her Element of Loyalty, holding Tirek's pulsing sword at bay with her glowing horn.

"You knocked him down..." she growled as she stood over Iron Will. "Now let's see you knock me down!" Shoving Tirek back, she charged forward and kicked Tirek in the face, sending him stumbling back.

"You fool." Tirek laughed. "Do you think you are stronger than that insipid Iron Will?" Tirek stretched his hand forward and sent a giant ball of fire for Rainbow Dash, Fluttershy gasping in terror. Standing her ground, she caught the blaze with her horn, buckling slightly as it extinguished, smirking at the general's look of pure confusion.

"The Elements of Harmony can do more than unify to face evil." Rainbow Dash said in a slick voice. "They are powerful weapons meant to protect Equestria and everypony everywhere!" Roaring, Tirek sent more bursts of fire for her, Rainbow Dash flipping gracefully over them. Rainbow Dash turned, expecting Tirek to be furious, but he was laughing.

"You amuse me, little Rainbow Dash." he said, brandishing his sword. "You really think you can take me?" he jeered. "I'm twelve hundred years old-" "You don't look a day over twelve thousand!" Rainbow taunted, Tirek glaring as she spoke. Glowing with power, Tirek began to send bursts of energy for the pony, Rainbow Dash blasting them all into dust wit her horn.

"Gotta do better than that!" the blue unicorn laughed. Charging once more, Tirek raised his word, Rainbow Dash poised and ready for impact, but Tirek instead swung his giant fist for her face, knocking her spinning into the air.

"You leave yourself open!" the best taunted as he fired more beams of energy painfully into her back. "You will die, just like Iron Will!" he said as he seized her by the horn and brought her crashing down into the earth. Fluttershy closed her eyes tight, unable to watch.

"Is that all you have, lamb chops?" Rainbow Dash sneered as she leaped up from the ground and smacked Tirek hard in the face with her front hooves. "You might wanna take me a bit more seriously." she said, aiming her horn for Tirek, a blue aura glowing around it.

"What is it that you are planning now?" Tirek hissed, drawing his sword, still smirking. "I think we both know who will- what the..." Tirek looked to the sky as black clouds rolled in almost instantly, blocking out the moon and stars. Rainbow Dash was using her magic to bring in a storm. "What are you doing?" Tirek asked in confusion as it began to rain on them, his cloak flapping in the wind as the giant torches were extinguished. "What's the significance of- ARGH!" Tirek dove out of the way as a bolt of lightning crashed just inches away from him, Rainbow Dash's Element glowing brilliantly.

"You're not gonna win this one, Tirek!" she spat, charging at full speed and headbutting him in his side as he lay on the ground, the wind kicking up savagely. Tirek roared out in pain as he tumbled away from Rainbow Dash, the blue pony turning to buck him in his face once again. He was furious.

"It's time you die!" Tirek roared out in fury, swinging his blade for Rainbow Dash. The Pony dodge here and there as he swung, a few cleaves nipping at her rainbow-colored mane. Finally, Tirek swung at her with the broad side of the blade, knocking her into the air.

"BURN!" Tirek screeched, breathing fire for Rainbow Dash as she flew through the air. Turning her horn to him, she put up a shield around her, just barely able to hold off the raging fire as Tirek stepped closer to her, the storm growing more and more torrential by the second. Finally, her shield broke and she was covered in dancing flames, squirming on the ground and screaming as the downpour quickly put out the fire.

"Now it ends." Tirek laughed, raising his sword high to cut Rainbow Dash in two. Breathing heavily, narrowing her eyes, Rainbow Dash summoned all her might and brought a bolt of lightning crashing down on Tirek's blade, electrocuting her attacker were he stood. Her vision waning, Rainbow held the lightning in place, Tirek jerking in place as he was seared by the lightning as she got up.

"Get out of Ponyville!" she spat, the lightning finally stopping as she fired a barrage of glowing bolts into Tirek, forcing him back further and further. As he fell down to one knee, breathing heavily, the rain still pouring around them, Rainbow Dash used the last of her strength to summon a whirlwind around Tirek, thrashing him about as he was lifted off the ground,his black cloak torn from his body and his bat-like wings twisting in the wind. Finally, she sent one final bolt of lightning into him, knocking him into a tree with such force he snapped it in half and barreled into the forest.

"And never come back!" Rainbow Dash said savagely and she shook her head, her mane hanging straight in the waning rain. Tirek slowly climbed into view, a deep straight cut on his right cheek.

"You..." he glowered, Rainbow Dash fighting to stay standing. "How did you know to come here?" he wheezed. "I told her." Discord said, slinking into the clearing, Fluttershy and Tirek's eyes widening.

"Discord?" "You-" "You've lost, Tirek." Discord said in a sharp voice. Tirek was flabbergasted.

"You betrayed me-" "I've been double crossing you the whole time, Tirek." Discord said, a slight smirk on his face. "I played you like a violin." he taunted, summoning one to play a rather chipper tune right behind him. Tirek was furious.

"You traitor-" "I loved every minute of it, good general." Discord cheered, giving a mocking salute. "Now, leave Ponyville and my friends... or else." he growled, now glowering at Tirek. The centaur-like beast roared out once more, kicking at the air with his hind legs.

"I WON'T FORGET THIS!" he spat, spreading his leathery wings and taking off into the still cloudy night sky, ranting and howling with anger. "I WILL RETURN!"

Tirek was gone. Ponyville and Canterlot were saved.


	10. Intermission

_Author's note: I'll be taking a break from the story, but don't worry. I'll be back soon._

* * *

Everypony was either achy or dirty as the sun rose in Ponyville. Celestia had an entire garrison sent o Ponyville when she heard Tirek had been sighted, but he was long gone now. She, Luna, Twilight, Cadence, Shining Armor, Rarity, Zecora and Flash Sentry all stood in the square, Rainbow Dash, Fluttershy, Applejack and Pinkie Pie (her mane tangled and curled once more) all beaming.

"So he's going to be alright?" Fluttershy gasped, her eyes quivering. Celestia nodded.

"Iron Will will be just fine if he takes it easy-" "You think some joker like Tirek can take on Iron Will!? Iron Will pities the foo!" he called proudly as he wheeled up to them in a wheelchair.

"I don't know why we are taking in the third person, but okay." Rainbow Dash said, everypony laughing at this. "Now, what is that thing?" Rainbow Dash said as she spied the Harbinger Blade. "It looks pretty cool."

"This is the Harbinger Blade." Shining Armor said as he powered his horn, telekinetically drawing the blade from its sheath. "Tirek stole it and threw it into the Great Roost, but even that couldn't destroy it." he explained.

"So that's why it hardened over." Twilight said, looking the sword over. Shining Armor nodded. "It wasn't easy digging it out, lemme tell you." he said, sheathing it once more. "But Discord was slinky enough to drop a tiny hint-" "He was working as double agent for us-" "And we didn't even know about it-"

"You know how Discord is." Luna said with a small smile. "Even in the face of calamity, he needs to get his kicks."

"I see you were able to decipher me seal." Zecora said as she looked on all the Elements of Harmony. "Tirek stole me away when the truth, I would not reveal." Twilight frowned.

"We're just happy you're okay." Cadence said, putting a wing around the zebra. "But what about you, Applejack?" she said, looking for the orange pony.

"I don' remember much." she said, wracking her mind to remember what happened when she was turned into a dragon. "All I really remember is Discord tyin' me up after I went in the forest an' leavin me for a few days, then settin' me loose when Rainbow Dash an' Apple Bloom an' them showed back up at Sweet Apple Acres." "I guess we should be grateful he really was on our side the whole time." Rarity said stiffly.

"Um, AJ?" came a mare's voice from behind. Everypony turned and quite a few of them gasped as they saw Apple Bloom and Babs Seed, both fully grown mares. "Can you tell Discord to stop messin' with Ponyville awready?" Apple Bloom said.

"He kinda switched us up, y'see?" Babs said as she held two tiny, crying baby ponies for them to see, Diamond Tiara and Silver Spoon regressed to tiny foals.

"I need to stretch my wings and let loose a little chaos." Discord said suddenly, his head poking up from out of the ground, a few of the ponies jumping back in shock. "I've spent almost a month putting on a face and being a lackey to the insufferable Tirek." Discord said as a poorly drawn mask of Tirek's face appeared on his face. "I should expect you all know the importance of R & R, right?" he said, tossing the mask away. Everypony just rolled their eyes.

"Fine, I'll change them back... later." Discord said as he linked back into the ground laughing, Diamond Tiara and Silver Spoon crying and reaching for him.

"Oh well..." Twilight said as she watched the rising sun peak higher over the mountains. "I think we can all be grateful so much more, at least." she said.

Tirek was gone, but he would definitely come back before long. Nevertheless, she was certain they could face him again. She was not afraid of the future any longer, no matter how uncertain it was, now that she knew she and her friends could stand strong through anything.

* * *

_In loving memory Tiffany "Kiki" Havivey, forever and for always._


	11. A Memory

_"Mythril... used for the finest of armors... Adamantite... know for the sharpest and strongest of weapons... Orihalcon... a precious mineral that is a strong as one's soul..."_

_"Still working on that thing, I see."_

_Starswirl turned to see the Element of Laughter, Discord climb into his tower. It was secluded high in the mountain range that overlooked Equestria, cluttered with artifacts, small mechanisms and many other contraptions, very few ponies even daring to scale it to meet with the distinguished magician._

_"What is it this time?" the weathered mage wheezed, slowly walking toward his close friend. "Come to disrupt my studies again?" "Is that any way to treat a dear old friend." the draconequus said, sticking his snake tongue out at the wizard. The two gave the other a sharp glare for a moment or two before bursting into laughter and embracing the other._

_"It's been some time, Discord." the elderly stallion said in a hoarse whisper. "What is the world like?"_

_"You don't get much sunshine, do you, Starswirl?" the Element of Laughter taunted as he curled his long body over the elder pony's shoulder. "That must be quite a weapon, if you're using such powerful materials." he said as he watched Starswirl meticulously combine ingredients. Fire hot enough to mold these metals was not easy to fuel. "You want to rule Equestria or something?" Discord hissed with a smile. Starswirl let out a small chuckle._

_"You and your jokes." he said as he slowly walked over to a wrought iron stove. Hot tea was brewing. "I think you should know what it is meant for." he went on, pouring himself a cup. Discord's smile faded._

_"The Alicorn Amulet disappeared without a trace." Discord said seriously. "Something like that would not remain hidden for as long as it has been... it's possible it could have destroyed itself, being such a powerful object."_

_"I considered that." Starswirl said as he slowly returned to his magic fire. "But I can't help thinking something is amiss... something inside me says the Alicorn Amulet is not gone from his world..."_

_Discord knew Starswirl could be right. It wasn't long after the last great crisis that the Alicorn Amulet appeared mysterious... buried in the snow where the Crystal Empire once stood, far to Equestria's north._

_"Strange you say that." Discord said. "Princess Luna claims she has been hearing whispers as of late." "Unsurprising." Starswirl grunted. They both knew how hard she took it when they learned her young pupil, Zerus, was trapped in the Crystal Empire when it faded away. He was likely dead by now, it had been so many years. Luna still missed the young colt dearly._

_"So then, what do you think the rest of Equestria will think when they learn of the thing's power?" Discord quickly said, trying to change the subject. Starswirl shook his head._

_"I haven't clue... but they know us to be the Elements of Harmony. I think they will not fear the weapon's power." Discord didn't say anything. He hoped Starswirl was right. The ponies of Equestria were so easily swayed. "But enough of that, Discord... tell me..." Starswirl growled, turning, a serious look on his face. "Why did you really come here?" Discord frowned._

_"You're dying, aren't you?" he said quietly. Starswirl wheezed and laughed._

_"Am I really that translucent?" he said with a smile. Discord folded his arms as his friend spoke. "Yes, you're right... I am not an alicorn after all... come to think of it..." Starswirl said, turning back to his fire. "How is dear Celestia?" he asked. "I would have never thought such an unrefined and barely capable pony would ever be named the Element of Magic." "So you've said time and again." Discord smirked. It was true. Celestia, a young alicorn princess, barely able to preform the most basic of magics, was indeed named the Element of Magic. "Maybe she'll have a strong learning curve." Discord mused. At this, both Discord and Starswirl laughed._

_After a moment more of watching his friend, Discord turned to leave._

_"Is there something you wanted to tell me, Discord?" Starswirl said without turning. Discord let out a low sigh._

_"How long?" Discord said flatly. At this, Starswirl inhaled deeply._

_"Ten years... maybe more." he said, Discord huffing._

_"You always were a terrible liar... but I suppose that's why you are the Element of Honesty." Starswirl said nothing. He still felt as though he had betrayed Equestria by not telling the truth about the Crystal Empire. "For what it's worth," Discord said, climbing through the giant window. "when you die, I don't think I will ever laugh again... not for the right reason, at least." he said. With that, he glided out of the tower, leaving the weathered old stallion to his work._


	12. Invitation

It hadn't been long since Princess Twilight Sparkle and everypony had stood up against the wicked Tirek, having saved Equestria from his clutches and driving him from the land. Everypony had set to rebuilding Equestria, dragons attacks less frequent but still reoccurring nonetheless.

"Careful, Derpy!" Rainbow Dash growled. "Not after what happened to the town hall!"

The blue unicorn, still not yet returned to her initial pegasus form, irritably oversaw the reconstruction of the train station, Derpy Hooves being her only help at the time.

"Sorry, Rainbow Dash." she said in a chipper voice, giving a salute. "I'll be more careful!" Turning, Derpy tripped over an open sectioned door, Rainbow Dash rolling her eyes.

"Why do I even bother." Rainbow Dash groaned, turning back to look at Ponyville. Twilight said that Princess Celestia had invited them to Canterlot for the weekend, but she didn't say why. It was odd. Maybe there was something wrong once again. Maybe Tirek had returned. It didn't bode well with Rainbow Dash. Still, she waited for Twilight and the others to show. Sure enough, after a moment more of waiting, she saw a small crowd on the rise. As they all came closer, however, she saw it wasn't just the other bearers of the Elements of Harmony, but several others as well. Granny Smith and the other Apples, Scootaloo, and Sweetie Belle were all with them.

"Why are they coming?" Rainbow Dash asked in bewilderment, everypony piling onto the platform.

"There's a carnival of some sort." the alicorn princess explained. "My mother and father sent me a message from Canterlot. I guess that's why Princess Celestia wants us to come there."

"Oh... well, alright, then!" Rainbow Dash said with a smile. "Maybe it's to celebrate us showing Tirek who's boss around these parts!" "I wish I could have seen you fight Tirek, Rainbow Dash!" Scootaloo chirped, her tiny wings flapping in a frenzy.

Everypony chatted happily as they piled onto the train. Even Spike was coming with them, unlike before when he had to stay behind and watch the pests hen Twilight and everypony went to the Crystal Empire.

"Canterlot always has the coolest carnivals." he said, stretching out on a seat. "What's this one, Twilight?" he asked as he and the Cutie Mark Crusaders (including Babs Seed, who was still visiting from Manehatten) watched the passing scenery.

"My parent's letter said it was something called the 'Endless Carnival'." Twilight explained, remembering their message. At this, Granny Smith's ears perked up. "Some of my books mentioned it, but I can't remember which ones-"

"M' paw said he met m' maw at the Endless Carnival." Granny Smith suddenly interjected. Everypony turned to her as she smiled. "They said it was unlike anything they ever saw b'fore, nor since." "What was it, Granny?" Apple Bloom piped. "What's it like?" "Dunno." the elderly mare said. "They said it only happens once every hundred years." Sighing, she closed her eyes. "I'm so happy I get to finally see what m' paw an' maw were ll happy about." With that, she fell fast asleep, snoring loudly as everypony either rolled their eyes or chuckled.

"I can't wait for this." Twilight said to herself. "The Endless Carnival... once every one hundred years... it must really be something." she mused.

* * *

It was late why the train pulled into the Canterlot station. Twilight and everypony else was confused. If there was supposed to be a carnival, then nothing was set up for it. Stepping out of the boxcar, they saw Celestia, Luna, Shining Armor, and Cadence all waiting for them.

"Greetings, everypony." Celestia said with a bow, everypony kneeling before her. "I'm certain you all have heard of the Endless Carnival by now, yes?" "Yes, Princess." Twilight answered. "We're very excited... but where is the carnival?" she said as she looked on at the town square.

"Rest assured, Princess Twilight Sparkle." Luna said with a smile. "All will be clear in time."

"We're both really excited." Cadence said with a smile. "Princess Celestia sent for us at the Crystal Empire to attend the carnival."

"We almost didn't come, but she insisted." Shining Armor added as they turned to the palace. "She said this was a once in a lifetime event."

"This should e awesome!" Rainbow Dash cheered. "CARNIVAL!" Pinkie Pie shouted with glee. "This must really be somethin'" Applejack smiled. "It would be nice to enjoy some festivities." Rarity agreed, her pegasus wings folded neatly (having traded her horn with Rainbow Dash's wings after an accident). "Thank you so much for bringing us, Twilight." Fluttershy said quietly.

Granny Smith, Big Macintosh and the Crusaders followed close behind, the elder smiling down at the four fillies who hurried about and chatted happily. Twilight smiled. This was really going to be something.

Nopony could sleep a wink that night (except for Granny Smith). They all talked the night away, wondering what this carnival was going to be like. Just then, however, Twilight noticed something odd. On top of the Canterlot clock tower, sat Discord, the reformed embodiment of chaos and disharmony. Careful to slip out undetected, Twilight flew gracefully through the black night for the clock tower where Discord sat, looking troubled.

"Hey... what are you doing here?" Twilight asked innocently. The draconequus only saved his eagle claw for her.

"It's not anything big." he said. "So, there's supposed to be some big function tomorrow, is there not?" he said as he watched the quiet city. Twilight nodded. "I was sealed in stone not long before the first of this 'Endless Carnival'." he explained. "Looks like I'll see what all the hustle and bustle is." he said stretching. Twilight opened her mouth to speak but reconsidered as she saw him float off into the night. She couldn't put her hoof on it, but she was certain something weighed heavily on his mind... maybe it was best if she didn't bother asking. Sighing, Twilight watched the crescent moon. It was very pretty. She wondered just what carnival this could be, and why there still didn't seem to be anything prepared for it. Finally, she spread her wings and glided back to the castle. Everypony was fast asleep. She figured she should join them as she stepped off to her quarters, yawning.

* * *

Twilight hadn't gotten much sleep when she and the rest of the her guests were awoken. A strange old stallion in a heavy black cloak with a long, platinum bread slowly strolled to each other their doors and knocked gingerly for them to wake up for the carnival, never speaking a word. Everypony, still half asleep, gathered in the main hall as the elderly pony bowed and left as silently as he came. A number of them were confused as to who he was.

"Good morning, everypony." Celestia beamed, Luna, Shining Armor and Cadence descending another stairway for them. "I suppose you are wondering why you were summoned so early." she said as she came to meet with them.

"The carnival is about to begin at dawn's first light." Luna said, also beaming. Opening the door, the two alicorn princess nodded for everypony else to exit before them. All of them were so excited as they were led to the town square by the elderly cloaked stallion. Stepping around a building, however, they saw nothing was there.

"Uhh... what's going on?" Rainbow Dash asked suspiciously.

"Fret not, young Rainbow Dash." the cloaked pony said in a hoarse, deep whisper. "At dawn's first light, you all will see."

Soon, many many other ponies gathered in the square, all looking sleepy and confused as well, but still eager. Just then, Celestia and Luna both joined the giant crowd, everypony bowing at them.

"Everypony!" they said in union as the sun's rays began to peak over the horizon. "The Endless Carnival begins now!"

The moment they said this, the sun rose up over the city and gigantic colorful rides, attractions, vendors and tents magically appeared in the giant town square, everypony marveling at them. In mere seconds, however, they saw something else far more spectacular. Everypony in the square were now little fillies and colts (with the exception of Celestia, Luna and the cloaked stallion). Everypony gasped in surprise as they looked themselves over.

"Please, everypony." the old stranger said with a bow. "May you enjoy the wonders of the Endless Carnival." With that, giant fireworks lit up in the orange, dawn sky, everypony cheering and flooding the magnificent carnival, Celestia and Luna beaming as they watched everypony enter. However, they could not hear the quiet laugh of the elderly stallion over the loud babbles of the flood of young ponies.

"I eagerly await the chance to... _properly_... meet with you, Twilight Sparkle." the weathered old pony said as the tiny alicorn princess raced with her friends through the crowds of other ponies.


	13. Something Wicked?

"This way, granny!" "I'm not granny anymore, Apple Bloom!" "Big Macintosh-" "You mean Lil' Macintosh." "Eeyup." "Lookit that over there!" "This is amazing!"

As the sun hung high in the sky, everypony was whipped into a frenzy, racing this way and that to get a taste of all the attractions. Twilight, Cadence and Shining Armor both marveled at a gigantic Ferris wheel while Rainbow Dash, Scootaloo, Spike, Applejack and Apple Bloom hurried after a zooming roller coaster, Fluttershy, Rarity and Sweetie Belle shuddering as they watched it race the tracks at high speeds. Apple Smith (formerly Granny Smith), Pinkie Pie and Lil' Macintosh each rushed to a vendor selling various treats and snacks. This carnival just had so much. There wasn't a single moment where they weren't overwhelmed by the many many things the Endless Carnival had to offer.

"Let's ride this next, big bro!" Twilight grinned as the Ferris wheel came to a stop, a plethora of ponies flooding off of it.

"Yeah! I love Ferris wheels!" Cadence cheered happily as Rainbow Dash and her crowd piled onto the roller coaster. Shining Armor sighed as the same cloaked, elderly pony motioned them to enter into the compartment.

"Alright." he sighed. "But only just 'cause you insist." Laughing and jeering, the three climbed into the box as the giant wheel began to turn, giving them a breath-taking view of Canterlot. It all looked so beautiful, countless little colts and fillies racing up and down the streets as they raced to the many many rides and games and such. Twilight clapped her hooves together, her tiny wing flapping wildly.

"This is so much fun!" she cheered, Shining Armor and Cadence both looking out over the rest of the grand city with her. "I wish Flash could be here for this." she said, remembering that Flash was still out field training. Still, as the Ferris wheel turned and turned, she felt so happy and carefree. This was just too good to be true.

Rainbow Dash, Applejack, Apple Bloom and Lil' Macintosh wobbled off the roller coaster, all of them having had the time of their lives.

"Who wants to go again?" Rainbow Dash cheered.

"Eeyup." Applejack said quickly, her face lighting up. "I'll do it again!" Scootaloo cheered. "Me too!" Spike called. Apple Bloom raised her hooves to join in, but Pinkie rushed in a flash for the line.

"I love roller coasters!" she cheered, Apple Bloom tumbling toward a haunted house attraction. Shaking her head, she climbed back up to hurry and join her sister, but something caught her eye. The strange old stallion at the entrance stood completely still, grinning through his long platinum beard, his face still shrouded under his dark cloak. For some reason, Apple Bloom walked closer to him, wanting to know what he wanted.

"You seem like a fine young mare." he said suddenly as she came to him, shuddering at his deep whisper. "Tell me, young mare, would you care for a balloon?" he asked, holding a shiny red balloon, Apple Bloom's eyes following as it floated about slightly.

* * *

Fluttershy, Rarity and Sweetie Belle were in total heaven. The carnival had a petting zoo with many many different animals, all of which were very friendly and quickly flooded around the three.

"Aren't you all just the most adorable critters I've ever seen?" Fluttershy mused as she sat on a large bail of hay, stroking a tiny lamb.

"They are just simply the sweetest little animals I've ever seen." Rarity said with a big grin as she stroked a particularly gruff looking goat.

"I love animals." Sweetie Belle cheered, Fluttershy and Rarity noddy and smiling in agreement as she nuzzled a chubby pig which squealed happily.

"Maybe we can get you a Cutie mark in caring for animals!" Rarity said suddenly, her tiny wings flapping all about as the goat trotting off. "Fluttershy can help you." "Really?" Sweetie Belle gasped, her eyes twinkling. Fluttershy, however, looked more nervous than usual. She was just a little filly, not nearly as skilled as before, when she was a full grown mare.

"Well, um..." she stammered, searching for the right words to say. "We... we-"

"Start by singing to them!" Sweetie Belle interjected. "You're so good at singing to animals, so that's the perfect place to start!"

"That's a great idea, Sweetie Belle!" Rarity added with glee. "Try singing, Fluttershy." Almost as soon as Rarity suggested it, Fluttershy felt a swell of confidence. The animals always loved her songs.

"Okay then." the yellow filly said quietly, turning to some grazing sheep. "Just follow my lead." Jittery and excited, Sweetie Belle hurried up to her friend, ready to sing her heart out... until Fluttershy began to coo a calm, mellow tune for the lambs, each of their ears perking up as they listened to her sweet voice and gathered around her. Sweetie Belle, however, folded her hooves.

"No no no!" she said irritably. "Like this!" the unicorn filly said proudly as she began to sing in a loud, bouncy manner, the animals all hurrying over to her as they hopped about to her joyous singing.

"But-but-but-" Fluttershy stammered as the animals began to dance more spastic, hay being torn everywhere. Rarity put her hoof to Fluttershy's shoulder, shaking her head. They both just watched as Sweetie Belle continued to sing with her animal friends.

Finally, after singing for so long with them, the trio walked out of the petting zoo, their spirits still high as the sun had begun to drift slightly to the west.

"That was so much fun." Sweetie Belle sighed as she hurried to keep up with Rarity and Fluttershy as they chatted happily.

"Oh, that looks good!" Fluttershy said quietly as they saw a small vendor, the smell of warm cakes hanging in the air. Rarity squealed with delight as she and Fluttershy hurried for the stand.

"Wait for me!" Sweetie Belle called as she raced after them, only to stop suddenly as she saw the cloaked old stallion watching her from a short distance, holding a shiny red balloon.

"You seem like a fine young mare." he said suddenly as she came to him, shuddering at his deep whisper. "Tell me, young mare, would you care for a balloon?" he asked, holding the balloon for her.

"Those cakes look so good!" Rarity said as she and Fluttershy looked them over. Suddenly, the cloaked stranger they saw before stepped gingerly behind the stand.

"Would you care to sample some, young fillies?" he asked in his deep tone, smiling behind his platinum-colored beard.

"I dunno." Fluttershy said as she looked over the many treats, each of them looking so tasty. "What about you, Sweetie Belle?" she said turning, only to see the little filly was nowhere to be found.

* * *

Rainbow Dash, Scootaloo, Spike, Applejack and Pinkie Pie all piled off the roller coaster after riding it again, dizzy and giggling.

"That's was so much fun." Rainbow Dash said slowly, her scruffy mane more of a mess than before. Scootaloo and Pinkie stumbled this way and that as the two tried to support each other while Spike plopped to the ground.

"Where's Apple Bloom?" Applejack suddenly said, noticing her sister was nowhere to be found.

"Aw, she probably went with Granny Smith an' Big Macintosh." Rainbow Dash said, shaking her head. "Let's go see if we can't find them an' see what they're up to."

"Let's surprise them!" Pinkie called suddenly, jumping up and down, Scootaloo flopping to the ground.

"Yeah, let's sneak up on 'em!" Applejack and Rainbow Dash said together. With that, the three were off. "C'mon, Scootaloo!" the young blue unicorn called back to her friend. Scootaloo jumped up, her wings flapping faster and faster, hurrying for her friends as they left Spike unconscious on the ground. Just then, however, she saw something strange. The elderly stallion from before, watching her from a bit away, everypony hurrying by him as if they didn't even notice him.

"You seem like a fine young mare." he said suddenly as she came to him, shuddering at his deep whisper. "Tell me, young mare, would you care for a balloon?" he asked, holding a shiny red balloon, Scootaloo's eyes following as it floated about slightly.

* * *

Everypony had gathered in the square as the moon shined bright on the carnival, worried about their friends while the rest of the Canterlot foals played about on the rides and attractions. Twilight could see them up ahead as she, Shining Armor and Cadence left the haunted house.

"This doesn't look good." Shining Armor said cautiously, the trio hurrying to their friends. "What's wrong?" he asked.

"Scootaloo is missing!" "So is Sweetie Belle!" "An' Apple Bloom" they all stammered, Twilight at a loss for words, everypony looking frightened at the thought. Why would they all disappear so suddenly. They were always together all the time, always doing funny things together, always try to get their...

"Wait a minute!" Spike said suddenly, everypony jumping as he finally came to and joined back up with them. "This is Apple Bloom, Scootaloo and Sweetie Belle we're talking about." Nopony said a word. "You know them, they're probably off trying to do some over-the-top things trying to get their Cutie marks. That's probably why we haven't seen them." "That's right, Spike, that's probably where they are." Twilight agreed. Everypony let out a sigh of relief, knowing Spike and Twilight was probably right.

"Even at a fun carnival, Apple Bloom an' them can't give up on getting' their Cutie marks, huh?" Applejack said wiping her brow, Lil' Macintosh nodding.

"Oh, I was just the same as her." Apple Smith said, putting her hooves over their shoulders. Rarity sighed as they watched everypony else play up and down the streets.

"This was just so much fun." she said, Fluttershy and Rainbow Dash nodding with her as the giant clock tower rang out the midnight hour. "I just wish this could last forever." "Me too." Cadence said quickly. "Me three!" Pinkie cheered, everypony chortling as the bell let out its final clang.

"Let's go and see what else there is." Rainbow Dash cheering, everypony agreeing and hurrying with her. "Let's sneak up an' scare those three if we find them!" Spike called, a number of the agreeing with him as well. As Twilight hurried at the head of the crowd, however, the tiny alicorn felt herself lifted from the crowd, everypony stopping to see Princess Celestia using her horn to levitate Twilight.

"Don't worry, everypony." she said. "Just a little something I want to discuss with little Twilight." she said smiling. Everypony bowed to her and hurried back off into the carnival.

"What's the matter, princess?" Twilight said as Celestia slowly lowered Twilight back to the cobblestone street.

"Something is very wrong, Twilight." she said gravely. "The midnight hour has come, and yet while every time before the Endless Carnival has faded away, it now remains here." Twilight didn't say anything.

"Apple Bloom, Scootaloo and Sweetie Belle have also disappeared." Twilight and Luna said, both Twilight and Celestia blinking as the blue alicorn princess glided down to join them. "I'm sure these both are connected."

"But... what can we do?" Twilight asked nervously. Celestia closed her eyes and left out a low exhale.

"We will need to meet with the Gatekeeper." she said. "He will likely know what is happening."

"Who is the Gatekeeper?" Twilight said suddenly.

"That would be me." came a low hoarse whisper. Twilight turned to see the elderly stallion grinning from under his hooded cloak.


End file.
